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Home My WebLink About1992-031washna AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SETTLEMENT AGREEMENT AND RELEASE BETWEEN THE CITY OF DENTON AND WASHINGTON NATIONAL CASUALTY, AND DECLARING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the attached Settlement Agreement and Release with Prejudice of all Pending and Future Claims between the City of Denton and Washington National Casualty, providing for the settlement and compromise of the litigation now pending between the parties before the United States District Court for the Eastern District of Texas, Sherman Division, C A No 4 91CV61, is approved in accordance with its terms The City Manager is authorized to execute the agreement and all other documents and take such action as is necessary to comply with the terms of said agreement SECTION II That this ordinance shall become effective immedi- ately upon its passage and approval PASSED AND APPROVED this the Aa— day of February, 1992 ATTEST JENNIFER WALTERS, CITY SECRETARY BY AP OVED S TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS SHERMAN DIVISION THE CITY OF DENTON, § § Plaintiff, § § VS § § WASHINGTON NATIONAL § INSURANCE COMPANY, § § Defendant § C A NO 4 91CV61 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the "Agreement") is entered into by and between Washington National Insurance Company ("Washington National") and the City of Denton, Texas ("Denton") on the date last acknowledged below W I I N E a S f T H WHEREAS, Denton established a self -funded employee welfare benefit plan providing comprehensive medical expense benefits to Denton's employees, WHEREAS, Denton solicited bids to provide individual stop -loss and aggregate stop -loss insurance for the Plan, WHEREAS, by City Ordinance number 87-177 Denton accepted Washington National's proposal for the stop -loss insurance and authorized the expenditure of funds for the insurance coverage, SETTLEMENT AGREEMENT AND RELEASE - Page 1 WHEREAS, an individual stop -loss and aggregate stop -loss agreement (the "Stop -Loss Agreement") was entered into between Washington National and Denton, WHEREAS, a dispute arose between Washington National and Denton as to the terms and provisions of the Stop -Loss Agreement, WHEREAS, Denton submitted individual and aggregate stop loss claims to Washington National under the Stop -Loss Agreement, WHEREAS, Washington National denied certain claims and certain expenses for which claims had been submitted to it under the Stop - Loss Agreement, WHEREAS, a dispute arose between Denton and Washington National as to the respective obligations of the parties to the Stop -Loss Agreement regarding the claims submitted and amounts sought for reimbursement, WHEREAS, on or about March 8, 1991, Denton filed suit in the 211th Judicial District Court of Denton County, Texas, said action being numbered 91-30147-211 on the docket of the 211th Judicial District Court, WHEREAS, on April 5, 1991, Washington National removed the action to the United States District for the Eastern District of Texas, Sherman Division there bearing civil action number 4 91CV61 on the docket of the United States District Court (the "Lawsuit"), SETTLEMENT AGREEMENT AND RELEASE - Page 2 WHEREAS, in the Lawsuit, Denton sought damages for alleged breach of contract, breach of the duty of good faith and fair dealing and alleged violations of the Texas Deceptive Trade Practices - Consumer Protection Act, Tex Bus Com Code S 17 41 et sea, (the "DTPA") and Tex Ins Code Art 21 21, and sought to recover actual damages, punitive damages, consequential damages, statutory damages, attorney's fees, interest, and costs of court, WHEREAS, Washington National denied Denton's allegations in the Lawsuit, WHEREAS, Washington National and Denton desire to settle and resolve the controversies herein between them, and WHEREAS, Washington National and Denton intend that the full terms and conditions of the compromise and settlement be set forth in this Agreement NOW, THEREFORE, in consideration of the promises and covenants herein set forth, and for other good and valuable consideration, it is AGREED AS FOLLOWS 1 Payment of $175,000 00 Washington National has herewith paid to Denton the total sum of $175,000 00 by and through Washington National's check no 010634 in the amount of $83,000 00, check no 0106332, in the amount of $83,000 00 and check no 0106333 in the amount of $9,000 00, all made payable to "The City of Denton, Texas and its attorney, R William Wood" (the SETTLEMENT AGREEMENT AND RELEASE - Page 3 "Settlement Draft") Denton expressly acknowledges and represents that it has received the Settlement Draft as consideration for this Agreement 2 Release by Denton, Denton, for itself and its legal representatives, successors, assigns, employees, agents, and citizens, hereby RELEASES, ACQUITS, AND FOREVER DISCHARGES Washington National, and its legal representatives, successors, assigns, affiliated companies, employees, officers, shareholders, directors, and attorneys from any and all claims, demands, debts, and causes of action, known or unknown, against Washington National arising out of or relating to (1) the Stop -Loss Agreement and any version thereof including all amendments, supplements and addenda thereto, (2) any and all individual or aggregate stop -loss claims or claims of any nature submitted or which could have been submitted by Denton under the Stop -Loss Agreement specifically including, but without limitation, all claims incurred, paid, handled, denied, or administered in any manner by Denton or its employees, representatives, or agents for the period from October 1, 1987 through October 31, 1988, (3) any and all claims arising out of or relating to the Plan, and (4) any and all claims asserted or assertable in the Lawsuit 3 Release by Washington National Washington National, for itself and its legal representatives, successors, assigns, employees, officers, directors, shareholders, and attorneys SETTLEMENT AGREEMENT AND RELEASE - Page 4 RELEASES, ACQUITS, AND FOREVER DISCHARGES Denton, and its employees, agents, successors, legal representatives, assigns, and citizens from any and all claims, demands, debts, and causes of action, known or unknown, against Denton arising out of or relating to (1) the Stop -Loss Agreement and any version thereof including all amendments, supplements and addenda thereto, (2) any claim for past due premium on the Stop -Loss Agreement, and (3) and all claims asserted or assertable in the Lawsuit 4 Representation and Indemnification Washington National and Denton represent to one another that they are the owners and holders of the claims being released herein and that they have not assigned any claims being released herein and in that regard agree to indemnify and hold one another harmless from any loss, cost or expense including, without limitation, attorney's fees, from any claim that may be asserted by, through or under them 5 No Prejudice The releases by the parties hereto of one another shall be without prejudice, without waiver of, and without any affect whatsoever upon any claim which Washington National or Denton may have against any other party 6 Dismissal Washington National and Denton agree to dismiss their claims, demands, debts, and causes of action asserted against one another in the Lawsuit WITH PREJUDICE, with costs taxed against the parties incurring them SETTLEMENT AGREEMENT AND RELEASE - Page 5 7 Binding Effect It is understood and agreed that this Agreement shall be binding upon and inure to the benefit of Washington National and Denton and their respective heirs, employees, agents, representatives, successors, assigns, employers, directors, officers, shareholders, citizens and attorneys 8 No Admission Payment of the consideration herein is merely a settlement of disputed claims and is not to be considered an admission of liability, the same being expressly denied 9 Choice of Law The parties mutually agree that this Agreement shall be construed and enforced under the laws of the State of Texas 10 No Other Agreements It is understood and agreed that this Agreement contains the entire agreement between Washington National and Denton and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to its sub3ect matter This Agreement cannot be changed or terminated orally 11 Counterparts The Agreement may be signed in multiple counterparts, each of which shall be an original IN WITNESS WHEREOF, the parties have executed this Agreement on the date acknowledged below SETTLEMENT AGREEMENT AND RELEASE - Page 6 STATE OF COUNTY OF Illinois Cook , We S S S WASHINGTON NATIONAL INSURANCE COMPANY By Its Vice President d d Counsel BEFORE ME, the undersigned Notary Public, in and for the State of Illinois I on this day personally appeared Geri M Gaughan , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same in the capacity therein stated for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of January , 1992 i OFFIC,AL SrNL ROSE M KRONKOW r Notary Public in and for NOTARY PUBLIC STATE OF ILLINOIS the State of Illinois MT COMMISSION EXPIRES 1116/94 Rose M Kronkow Printed Name of Notary My Commission Expires January 16, 1994 SETTLEMENT AGREEMENT AND RELEASE - Page 7 THE CITY OF DENTON By STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned Notary Public, in and for the State of Texas, on this day personally appeared Ana C fJ.STLE�EpP v , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in the capacity therein stated for the purposes and consideration therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 1944 day of 1992 40f, EL?AB@1NdWWAMSFda STATBQTOM U)0 Mi�.ftWNW.1900 My Commission Expires Votary is in and for the state of Texaas Printed Name of Notary SETTLEMENT AGREEMENT AND RELEASE - Page 8 APPROVED AS TO LEG L FORM By City Attorney ✓a, LZ4/D0 (Printed Name) SETTLEMENT AGREEMENT AND RELEASE - Page 9 5 1 t i i 1 L