Anda di halaman 1dari 14

MUTUAL RELEASE AND SETTLEMENT AGREEMENT

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT, hereinafter



referred to as the "Agreement", dated !lJI:I--Jtc'fl

I

, 2011,

is being entered into between, AVENEL COLONIA FIRST AID SQUAD,

INC. ,

(hereinafter "Avenel") and the TOWNSHIP OF WOODBRIDGE

(hereinafter "Township"). For purposes of this Agreement, the term

"Parties" shall refer to both "Avenel" and the "Township"

collectively.

RECITALS

WHEREAS, a lawsuit was commenced in the Superior Court of New

Jersey, Middlesex County, Law Division, Docket Number MID-L-5582-10

which is encaptioned "Avenel Colonia First Aid Squad, Inc., Carmen

Parisio, in his official capacity as a Board Member of the ACFAS

and as a resident of the Township of Woodbridgei and Wayne Tasaki,

in his official capacity as a Board Member of ACFAS and as a

resident of the Township of Woodbridge v. Township of Woodbridge,

in his

official

.. .--:/

caperc L ty as Mayor and

John E.

McCormac,

.i.nd.iv.i.dua L'Ly , Council of the Township of Woodbridge" which asserted

various claims relative to the suspension of Avenel's servicesi

WHEREAS, the Parties wish to settle this matter and any and

all other claims, charges, disputes or other potential actions they

may have against one another or their agents in a manner that will

enable Avenel to provide 9-1-1 emergency medical services for and

on behalf of the residents of the Township of Woodbridge and

obviate the need for further litigation between the Parties by

providing each other with such adequate consideration and mutual releases as set forth herein;

WHEREAS, the Parties have consulted with their respective attorneys prior to executing this Agreement, and have had an adequate opportunity within which to consider the Agreement;

WHEREAS, the matters in difference in the above-captioned action having been amicably adjusted between the Parties and in consideration of the mutual covenants and promises contained herein and intending to be legally bound, the Parties hereto agree as follows:

1. Reci tals. The above Recitals are incorporated herein by reference and made a part hereof as if set forth here in full.

2. Release. The Parties irrevocably and unconditionally release and forever discharge one another from all claims described herein below.

A. Subj ect only to the provisions contained herein, the Parties to this Agreement voluntarily agree to release all known and unknown claims, causes of action, or similar rights of any type that they presently may have with respect to one another, their successors, assigns , representatives, agents, and their heirs, executors, administrators, successors and assigns, and all persons acting by, through, under or with any of them from the beginning of time to the date of the Parties' execution of this Agreement.

-2-

compensatory damages,

liquidated damages,

punitive damages,

B. The Parties further understand that they are releasing any and all claims or potential claims that may arise under state and/or federal statutes, regulations, and/or other administrative guidelines, and common law doctrines, including but not limited to

interest, attorneys' fees and/or costs, any claim arising under the common law, or any other action or proceeding, based upon any conduct occurring up to and including the date of the complete execution of this Agreement.

C. The Parties acknowledge that this Agreement releases all

claims, including those of which the Parties are not aware and those not mentioned in this Release. This Release applies to claims resulting from anything which has happened up to now, which claims are more particularly set forth in the Verified Complaint filed in the Superior Court of New Jersey, Law Division, County of Middlesex entitled, Avenel Colonia First Aid Squad, Inc., et also v. Township of Woodbridge, et als., bearing Docket Number MID-L-5582-10.

D.The Parties understand that by signing this Agreement, they waive and relinquish any claims, rights or entitlements to any other legal or equitable relief concerning any claim made or not made which is related or unrelated to the subject matter of the incident, including but not limited to allegations asserted in the Verified Complaint filed in the Superior Court of New Jersey, Law Division, County of Middlesex entitled, Avenel Colonia First Aid Squad, Inc., et also v. Township of Woodbridge, et als., bearing

-3-

Docket Number MID-L-5582-10. Notwithstanding this provision, the

Parties shall have the right to petition the court for relief to

enforce the provisions of this settlement agreement in the event

there is a breach of the agreement by either party.

3. Terms of Settlement. In full consideration for the above

Release by the Parties, the terms of the settlement are as follows:

A. The Parties hereby agree that Avenel represents that it

has legal authority to enter into this agreement, having provided

to the Township a copy of the Corporate Resolution authorizing the

current Board of Trustees of Avenel to act on its behalf prior to

the execution of this Agreement. Said resolution is attached as

Exhibit A.

B. The Parties hereby further agree that Avenel, through its

attorneys, will provide to the Township all necessary and

applicable documentation that the Resolution referenced in

Paragraph 3A of this Agreement and attached hereto was done in

compliance with all applicable by-laws of Avenel prior to the

execution of this Agreementi

C. The Parties hereby further agree that Avenel has provided

to the Township copies of the Resolution wherein Carmen Parisio,

Wayne Tasaki and Charles Corrado tendered their resignations and

such resignations were accepted by the Avenel Board which is

included in the attached Exhibit A.

D. The Parties hereby further agree that Carmen Parisio and

Wayne Tasaki will never serve or provide outside services in any -4-

capacity with or on the behalf of Avenel. This includes, but is not limited to: serving as a Board Member, paid employee, consultant, vendor, service provider and/or volunteer of Avenel.

E. The Parties hereby further agree that Avenel will fully and completely cooperate with Harold Cohen, Ph.D. to develop a strategic and organizational plan for the provision of emergency medical services within and on behalf of the Township of Woodbridge and will abide by the standards set forth in the plan.

F. The Parties hereby further agree that Avenel shall be officially deemed reinstated as of May 01, 2011, and that Avenel shall begin providing services effective May 01, 2011. The Parties further agree that the Parties shall not seek to suspend or terminate Avenel's services for a term of three (3) years except for cause.

G. The Parties have agreed that Brian Small or other mutually agreed upon person shall serve as an Acting Operations Manager of Avenel beginning Wednesday, March 09, 2011 at 12:00 a.m. and concluding Saturday, December 31, 2011 at 11:59 p.m. unless otherwise agreed.

On or before December 31, 2011, the Parties shall have the right to mutually extend the Acting Operations Manager's tenure as Acting Operations Manager for a period of one year intervals beginning Sunday, January 01, 2012. Said mutual extension shall be in writing and signed by both Parties.

-5-

-6-

The Acting Operations Manager shall be responsible to work with Avenel's Board full-time in order for Avenel to become fully operational and reinstated on May 01, 2011. The Acting Operations Manager's responsibilities shall include but not be limited to: (1) approving purchase orders for payment of all expenses paid for from the municipal contributions as set forth herein; (2) ensuring the appropriate use of Avenel's financial resources by ensuring invoices are timely paid, bills are promptly sent and collected and Avenel's compliance with an annual audit to be submitted to the Township upon request during the term of this agreement; (3) overseeing the day-to-day operations of Avenel, including management of staff and addressing emergent staffing issues and immediate short term disciplinary measures (with the understanding that only the Avenel Board shall have final authority over permanent disciplinary action and termination decisions; (4) scheduling of shifts; and (5) establishing and assisting the Avenel Board in drafting operating and administrative policies and procedures.

Avenel agrees to fully and completely cooperate with the Acting Operations Manager in his capacity as Acting Operations Manager. The Township agrees to be responsible for the Acting Operation Manager's compensation, including any and all applicable liability and worker's compensation insurances and pension benefits.

H. The Parties hereby further agree that any prospective employee will be required to undergo a criminal history check, physical, and drug screening as a condition of future employment. Avenel agrees to give hiring preference to Avenel residents and Woodbridge Township residents.

I. The Parties hereby further agree that the Township will conduct a criminal history check for any prospective Avenel employee, and Avenel agrees to obtain references prior to hiring any employees.

J. The Parties hereby further agree that Avenel will provide to the Township a copy of its liability insurance policies.

K. The Parties hereby further agree that the Township will provide and tender the Municipal Contribution in the amount of $35,000.00 (thirty-five thousand dollars) which sum has already been budgeted for the 2011 fiscal year to Avenel, which shall be received on or before March IS, 2011 and deposited into Avenel's business account for immediate expenses.

L. The Parties hereby further agree that on or before Monday, May 09, 2011, the Township will provide and tender an additional Municipal Contribution in the amount of $70,000.00 (seventy-thousand dollars) to Avenel.

M. The Parties hereby further agree that on or before July 12, 2011, the Township will provide and tender a Municipal Contribution in the amount of $105,000.00 (one-hundred and five

which sum includes the yearly Municipal -7-

thousand dollars)

Contribution of $35,000.00 (thirty-five thousand dollars) to Avenel.

N. The Parties hereby further agree that the Municipal Contributions set forth in Paragraphs K, L, and M above will be placed in Avenel's bank account and disbursements of payments shall be subject to final approval of the Avenel President and Financial Secretary.

O. The Parties hereby further agree that the 2011 and 2012

Municipal Contributions which exceed $35,000.00

(thirty-five

thousand dollars) shall serve as a $140,000.00 (one-hundred and forty thousand dollars) interest free loan to Avenel. This loan shall be re-paid by Avenel by agreeing not to receive a Municipal Contribution in the amount of $35,000.00 (thirty-five thousand dollars) per year beginning the Township's fiscal year 2013 and ending the Township's fiscal year 2016.

P. The Parties hereby further agree that the Township will loan Avenel the necessary number of XLT2500 Motorola Trunking Capable Radios, as detailed in the estimate provided by Motorola and attached as Exhibit B to Avenel and cover the installation costs of the radios until such time as the Parties mutually agree to have Avenel purchase said radios, which purchase shall be no later than January 01, 2014.

Q. The Parties further agree that the Township will assist in facilitating insurance coverage through the Joint Insurance Fund on behalf of Avenel, effective, March 15, 2011, at 12:00 a.m. Said -8-

include

auto,

general

liability,

insurance

will

coverage

commercial, workers compensation, umbrella, property, crime (bond), and equipment for a period of one year.

R. The Parties further agree that the Township will agree to permit Avenel to use the Township Fuel Depot from May 01, 2011, through December 31, 2011, and will bill Avenel at the Township rate. Avenel shall remit payment for said fuel within thirty (30) days after receipt of said bill. The Township hereby agrees not to bill Avenel for said fuel until December 01, 2011.

S. The Parties hereby further agree that none of the Municipal Contributions addressed in Paragraphs K, L, and M shall be used to pay any of Avenel's attorney's fees and costs and advertising costs. Moreover, none of the Municipal Contributions addressed in Paragraphs K, L, and M shall be used to pay for any past, present and/or future legal expenses that may result from defending and/or resolving any prior or future Employee Practices Liability claims. The Parties further agree that Avenel shall not make any payments on Avenel's attorney's fees until all of the Municipal Contributions are expended or until January, 01, 2012, whichever occurs first.

T. The Parties hereby further agree that it is their goal to have the Township dispatch emergency calls for medical assistance to Avenel by no later than Sunday, May 01, 2011. In the event that Avenel is not prepared to begin providing emergency medical services by that date, the Parties agree to endeavor to work in

-9-

good faith and act expeditiously to have emergency medical services

provided by Avenel as soon as practical.

U. The Parties hereby further agree that they will enter

into a mutually agreed upon Press Release prior to the execution of

this Agreement and that said Press Release will not be released

until after this Agreement has been executed by all Parties.

4. Waiver of Attorney's fees and Costs. The Parties acknowledge,

understand and agree that they waive any and all claims for

attorney's fees, costs and expenses which they or their respective

counsel has or have incurred in conjunction with the allegations

more particularly set forth in the Verified Complaint filed in the

Superior Court of New Jersey, Law Division, County of Middlesex

entitled, Avenel Colonia First Aid Squad, Inc., et also v. Township

of Woodbridge, et als., bearing Docket Number MID-L-5582-10. The

Parties agree that no amounts other than the payment to be made

pursuant to Paragraph 3 of this Agreement shall be sought by or

owed to Avenel or its attorney in connection with this matter.

5. Condi tion Precedent to Settlement. Avenel has voluntarily

dismissed, with prejudice, all claims against the Township of

Woodbridge Council and Mayor John E. McCormac, in his official

capacity as Mayor and individually, as a condition precedent of

this settlement with the Township. Notwithstanding the foregoing,

it is acknowledged that the executive and legislative branches of

the Township are bound by the terms and conditions of Paragraph 2

entitled "Release" of this Agreement and that no claims shall be -10-

asserted against Avenel by the Township or its agents. Nothing herein shall preclude Avenel from seeking to enforce this agreement to compel the Township or its legislative and executive branches to comply with its terms and conditions.

6. No Admission of Liability. The Parties further acknowledge, understand and agree that execution of this Agreement is by mutual agreement to allow the Parties to continue to provide quality emergency medical services to the Avenel-Colonia Community and does not constitute an admission of wrongdoing or fault by any of the Parties of any wrongdoing or liability.

7. Knowing and Voluntary Agreement. The Parties represent and acknowledge that they have had a reasonable amount of time to consider this Agreement, and that in executing this Agreement they rely entirely upon their own judgment, beliefs and interests and the advice of their counsel, and they do not rely and have not relied upon any representation or statement made by the other party, or by any agents, representatives or attorneys of the other party, with regard to the subject matter, basis or effect of this Agreement or otherwise, other than specifically stated in this Agreement. The Parties specifically acknowledge that all releases contained herein are knowing and voluntary.

8. Applicable Law. This Agreement is made under the laws of the State of New Jersey and shall be governed by and construed in accordance with such laws.

-11-

9. Entire Agreement. The terms and conditions contained within this Release and Settlement Agreement constitute the entire understanding and agreement between the Parties with regard to the matter set forth herein. This Release and Settlement Agreement supersedes any prior written or oral agreements, understandings or arrangements. The Parties acknowledge that in executing this document, they have not relied upon any statement, promise or representation, oral or written, not set forth herein. No change or modification of this Agreement shall be valid unless the same be in writing and signed by all Parties.

10. Severability. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability or the remaining parts, terms or provisions shall not be affected thereby and said illegal, unenforceable or invalid part, term or provision shall be deemed not to be part of this Agreement.

11. Authority. The Parties hereto represent and warrant that each of them is authorized to make, execute and deliver this Agreement and that each has been represented by counsel and has been fully apprized of and understands all of the terms of this Agreement and the legal ramifications of the entry of same.

-12-

12. Enforcement. The Parties agree that nothing in this Agreement will prevent them from taking the necessary and appropriate legal action to enforce the terms of this Agreement.

13. Dismissal. The Parties agree that Avenel will dismiss the claims it has asserted as they pertain to the Avenel Verified Complaint filed in the Superior Court of New Jersey, Law Division, County of Middlesex, entitled, Avenel Colonia First Aid Squad, Inc., et also v. Township of Woodbridge, et als., bearing Docket Number MID-L-5582-10 by the filing of a Stipulation of Dismissal with Prejudice upon final execution of this Agreement and satisfaction of the terms of this Agreement as specified herein. Said Stipulation of Dismissal shall not include the claims asserted by Parisio and Tasaki in the aforementioned civil action.

14. Execution. The Parties may execute this Agreement in separate counterparts, all of which taken together shall constitute the Agreement, and that faxed or copied of signed originals shall be acceptable as if they were originals.

15. Counterparts. This Settlement Agreement and Release may be signed in counterpart.

16. Signatures. The Parties understand and agree to the terms of this Mutual Release and Settlement Agreement. If this Release is made by a corporation, its proper corporate officers sign and its corporate seal is affixed.

'-13-

by:

of New Jersey

county of Middlesex

Witnessed or Attested by:

state of New Jersey

county of Middlesex

()

ss:

ss:

-14-