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04-944Council File # �� PRE5ENTED SY REE'ERRED TO 1 2 3 4 5 6 7 8 9 CObL\'IITTEE: DATE WHEREAS, the settlement between the City and Sinclair Oil Corporation will result in a full, final and complete settlement of all pending lawsuits between the City of Saint Paul and Sinclair Oil Corporation; and The Council having fiilly consadered the same; BE IT RESOLVED, that the proper City officers are hereby authorized and directed to take all actions necessary to sign and execute the terms of the Mutual Release attached hereto as E�ibit <. Requested by �epartment of: City Attorney's Office B Eric D. Larson ss i y ornev Form Approve by Cit Attorney By . � L-.'.--- �. G� by Mayor for Submission to RESOLUTION CITY OF SAINT PAUL, MINNESOTA Green Sheet# 104054 2f Adopted by Council: Date ��12/' �v ��Q°�- Adoption Certified by Council Secretary �,- `�`k� MUTUAL RELEASE OF ALL CLAIMS SECTION ONE. RELEASE IN CONSIDERATION, as set forth below, the City of Saint Paul and Sinclair Oil Corporation do hereby release and forever dischazge each other, their respective representarives, successors, and/or assigns from any and all existing liability, clauns, actions, causes of action, and demands of any kind, resulting from or related to any property rights, damages, or losses, or other actions or inactions as alleged in the following lawsuits or claims: Citv of Saint Paul v. Sinclair Oil Corporation, Ramsey County District Court File No. C2-Oi-2ll 6; Sinclair Oil Corporation v. Citv of Saint Paul, Ramsey County District Court File No. C3-01-2044; Citv of Saint Paul v. Sinclair Oil Corporation, Ramsey County District Court File No. 62-CO-03-4046; and Ci of Saint Paul v. Sinclair Oil Corporation, Minnesota Appellate Court File No. A04-103 (the City's pending appeal of the attorneys fees and costs award). SECTION TWO. DUTIES, RESPONSIBILITIES, AND ADMINISTRATIVE ACTS (1) The City shall pay to Sinclair Oil the sum of $280,000.00; (2) Sinclair Oil will sign the Limited Warranty Deed, attached hereto as Exhibit "A"; (3) counsel for Sinclair Oil will sign a Satisfaction of Judgment for the attorneys' fees and costs awarded by the Ramsey County District Court on March 11, 2004, and entered into judgment on May 26, 2004, Ramsey County District Court File No. C3-01-2044; and (4) counsel for the parties will sign stipulations and orders for dismissal with prejudice without the imposition of costs and disbursements or attorneys fees and costs to either party in ali the actions identified in Section One above. SECTION THREE. TIMING The Limited Warranty Deed to the City and the City's payment to Sinclair Oil shall be duly signed and delivered by Friday, October 22, 2004. SECTION FOUR NO ADMISSION OF LIABILITY This Mutual Release shall not be construed as an admission of liability by the City or Sinclair Oil or its officers, directors, or shareholders. It represents only the compromise of the disputed claims idenrified above. SECTION FIVE. NO WAIVER OR ESTOPPEL Regazding the party/parties hereby released, this document and the actions and payments made pursuant to it, are not to be construed as a waiver of the right to prosecute or an estoppel prohibiting the prosecution of a claim or cause of action against any other Page 1 of 4 EXHIBIT A �; �� person, firm or corporation resulting from the subject matter of any of the lawsuits or claims referred to above. This Mutual Release is not to be construed as prohibiting any pariy/parties hereby released from denying liability to anyone or from defending against any claim or action brought by any person, firm or corporation as a result of the subj ect matter of the lawsuits or claims referred to above. SECTION SIX. ENFORCEMENT If either party breaches in part or in whole this Mutual Release, the Mutual Release remaius in full force and effect and cannot be voided. The pariy's exclusive remedy is to seek specific performance of the terms and conditions of the Mutual Release and seek any damages arising out of said breach. ��yCi]`�I..y��/�►��i►`711�i'7�1�`L�7�IIY:17�Cl7 i��u�`�1 This Mutual Release contains the entire agreement between the parties hereto and the terms of this Mutual Release aze contractual and not a mere recital. THE UNDERSIGNED ACKNOWLEDGE THAT THEY ARE DULY AUTHORIZED TO EXECUTE THIS RELEASE FOR AND ON BEHALF OF THE CITY OF SAINT PAUL OR SINCLAIR OII. CORPORATION AND HAVE READ THE FOREGOING AND FULLY LTNDERSTAND IT. Page 2 of 4 (�`�r °��V-1 APPROVED AS TO FORM: Dated: Daniel J. Beeson, #6142 Jay P. Kazlovich, 247650 LeVander, Gillen & Miiler, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 (651)451-1831 Attorneys for Sinclair Oil Corporation Dated: Sinclair Oil Corporation Subscribed and sworn to before me this _ day of September, 2004. Notary Public Page 3 of 4 o�--�� Dated: Dated: Subscribed and sworn to before me this _ day of September, 2004. Notary Public APPROVED AS TO FORM_ Eric D. Larson, #22067X Assistant City Attorney S50 CityHall and Courthouse 15 West Kellogg Boulevazd St. Paul, MN 55102 (651)266-8728 Attorneys for City of St. Paul Peter S. White Real Estate Division Manager Department of Public Works Page 4 of 4 Sent by: LeVantler,Gillen,&rtfiller,P.A. 6514507384; 09/30/04 9:25AG1;JetFai $788;Page afa 0'�-a y� I '� m 21St ^ L4MRm WARR.VU'[y DEE'n Coryioc��+n or Pamr_rsM1ip or Limiwi Lsmhry Comyany i m Corpurwun. PmmrSliip or Un�rcA LiaDilrty Cemqn� DEED TAX DUE� 5 fCOP i icr.hes Reuncl for Rcundir.s I1vvJ MWe<<Oavw Cc ° St. Pzul. MN 851.642t9@e � Mm�seu Umf.+m Camqannn6 elaoxs tUIS�e]� Dam: _ ._ - — -- FOR VALUABLE CONSIDERATION, Sint13iL ('n7}+��arinn rhr Cinr.la�r Marke*:nn Qf Minn�cn� ,Inc _ .. �, a cmm�rarion �under the laws of rhe S qre nf Wvnmino ��-. __._. '� Granwr, hereby wnveys and quicclairtu m ehr �inr�f ch Pani , _ GCaRtCC, 3 p�yni�j,�31 cmm�rntinn ^ � imdEr th¢ laWS Of ihe Srare n4 T�Qimmrmra � real properry in uamcPV � Counry, Minnesora, described as follows: The north nine (9) fezt of Lvts 13, 14 and I5, Btock I, Fastville Heigh[s, according [o ttte plat [hereof on file and of record in �he office of [he Counry RecorUer in and for Ramsey County, Minnesota. � toge�her with all hereditamen[s and appurtenances. This Deed comeys afrer-acquired n�le. Granto: waaanu elu� Gran[or has no� done or suffe:ed any�hing to enCUmbCr [he prope[iy, EXCEP7: 7h'c ronvevanrr ': ,gn�' .ecr ro all rnvenanrc mndii onc rrcrr'�ponc and racemenrcofrerord __, ___ , _ ._ Check box if applicable: � 'Ihe SeUer certifies that ihe seller dozs noc know of any wells on the described real property A well flisclosure cercifica[e aceompanies chis document. ❑! am familiar wich �he property described in this instmmen[ and I certify that ihe scams and number of wells i on the descrSbed [eal propeny have no[ changed since [he las[ pievicnuly filed well disctosu:e cenificate. SI�CL31K OIL CORPORA?[ON, successor in inte w S.ncla;r Market�ng of Dlmnewta, Im., a Wyoming wryora�ioo � Affix Deed Tax Stamp Hzie $Y�.. . _. _ STATE OF UTAE3 PeterSvi.Tohsson -" COUNTY OF CaT.T C..4K�. �" t�s �° �enr. fl'I nivicinrt __,.,,,__ RY _ — I�s _.,_ This inserumenc was aclmowledged before me on ... lDau) by _ ,., . �„„, M Iohmnn and ,_. , _ � _� , fh0 Precidenr - Oii nidc'nn .__ 3nU ,_ _ of SitIG2iL n� !'n�orai �n tne v ��eccor �n inreresr rn Cinrlxir Ma�krr'� pj,jy/innocnta �nc _ a cnmorarion '� __ ____ ,,, UndBr [he 12ws of rhr Crare nt Wvnming __�_,_ . on behatf Of the _,__ _, comnra�inn un+,w.� sr,nv ox;EU roRarx�x nnx: oxxarva: LYW E /.\D AOORESy: Daniet J, Beeson LeVander, Gillen � Miller, P.A. 633 South Concord Street Suite 400 Souch St. Paul, MNl S�Q75- Pha 657-451-IR:ii / Fa:. 6g1_450-73G4 b142 qf.FA (✓RtOi YOfqNY YL'tlOCCP.01 NFR DFBCInL (7�eck here it pan qr all ot [hz IaM is Re6�sfered (Toauuj �._� Tu Sc�rcmrnev fer Me reai propet�z �%%ribca in �his inswmrnt s��wiJ bc rsn� ro(incivde mme aM adMess of Gra�}� Tlu Ciry of St. Paul 15 West Kel(ogg Boulevard 5[. Aaul, MN SS1fY1 Eric Larson (266-8728) 30/04 � GREEN SHEET � °`�- ��ty No1 Q4054 rnr�ouc� 10/6/04 TOTAL# OFSIGNATUREPAGES one ❑ arc�nouar � anci.cuc ❑ Awxcu�a�mcFSOn ❑ wuxauac.w.ccro _ � 1� Pllb1iC WOrkS (CLIP ALL LOCATIONS FOR SIGNATURE) Approve the settlement and authorize City employees the take the necessary actions to prepare the proper documentation and complete the settlement per resolution. PLANNING CAMMISSION CIB COMMITTEE CIVIL SERVICE COMMISSION PROBLEM ISSUE, Ha6 �his pe�sarJfirm e+Mworketl under a contract farfhis departmerA� YES NO Has this P��rm ever heen a dty empbyee4 YES NO Does this persoNfiim poesess a sla7i �rot noimalNppossesseU by anY u�rteM city empbyee? YES NO Is Mis pereoMrm a tetpetetl vendoY! YES NO Disputes concerniug the constitutionality of the City's Charter eminent domain procedure, the legaliry of the City's condemnation of the Sinclair Oil Corporation's partial taldng of its property, and the amount of damages. The lawsuit will be settled resulting in the elimination and reducrion of significant monetary exposure. The lawsuits will continue with increasing attorneys fees and uncertain monetary exposure to the City. AOUNT OF TRANSACTION S 2$ 0, 0 0 0 COST/REVRlUE BUDGEfED (CIRCLE ONE) � No Tort Liability Fund - $169,834.89 SOURCE Pi1b11C Works ICOO-ZEO2Q� : ACiNITVNUMBER ' $110,165.11 �NFORMP.TfON (E%P4NN)