SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Whereas, IAH-JFK Airport Parking Co.,
L.L.C. instituted a civil action entitled IAH-JFK Airport
Parking Co., L.L.C. v. Ampco System Parking, Inc., ABM Industries,
Inc. , ANDV 97, Inc., Antac, Inc. and American National
Insurance Co. , pending in the United States District Court for
the Southern District of Texas, Houston Division as Civil Action
No. H-04-0157 (“the Action”), seeking
damages;
Whereas, the parties to this
Agreement wish to resolve and settle all disputes between them with
respect to the Action and the facts underlying it;
Now, therefore, in consideration of
the mutual promises and covenants contained below and other good
and valuable consideration, the receipt and sufficiency of such
consideration being hereby acknowledged, the parties agree as
follows:
1. IAH-JFK Airport Parking Company, L.L.C. (hereinafter
“PLAINTIFF”), and, by execution of this Settlement
Agreement and Release of All Claims (hereinafter
“AGREEMENT”), PLAINTIFF’S heirs, predecessors,
successors, present or former owners, partners, agents, affiliates,
attorneys, directors, insurers, reinsurers, officers, shareholders,
employees, members, servants, trustees, executors, administrators
and assigns, hereby release and forever discharge Ampco System
Parking, ABM Industries Incorporated, their present or former
servants, agents, employees, partners, owners, shareholders,
officers, predecessors, successors, assigns, subsidiaries and
affiliates, insurers, reinsurers and attorneys, individually and
collectively, (hereinafter “DEFENDANTS”) of and from
any and all claims, causes of action, demands, damages, loss,
liability, costs, fees, amounts due or expenses of whatever kind or
nature, whether or not previously asserted, known or unknown,
arising out of, or in any way connected with, resulting from, or
otherwise related to the Action or the facts underlying the Action
(hereinafter “CLAIMS”).
2. Without limiting the provisions of this AGREEMENT, the foregoing
release specifically includes, but is not limited to, a complete
release of any causes of action for breach of contract, breach of
fiduciary duty, fraud, constructive fraud, breach of the duty of
good faith and fair dealing, violation of any state or federal
statutory provision (including, but not limited to the Deceptive
Trade Practices Act and any other statute or law), failure to
investigate, negligence, negligence per se, gross negligence,
strict liability, intentional tort, conspiracy, fraud, or breach of
any other statutory, contractual, common law, or other duties of
any type or nature whatsoever on the part of Defendants, and any
actual or compensatory damages, special damages, punitive damages,
mental anguish, attorneys’ fees, and any other damages or
expenses arising out of or in any way connected to the facts,
incidents, transactions, omissions and occurrences giving rise to
the Action or its subject matter, an/or any other matter directly
or indirectly arising from or in any other way related to the acts
or omissions of any party to this Agreement, whether or not now
known or asserted.
3. As part of this settlement, DEFENDANTS shall wire transfer the
total amount of $6,250,000.00 (Six Million Two Hundred Fifty
Thousand Dollars and No Cents) to counsel for PLAINTIFF. The
receipt of funds from DEFENDANTS shall be a condition subsequent to
this AGREEMENT.
4. In addition, DEFENDANTS agree to reimburse PLAINTIFF, as a cost
of preparing for the trial, the amount of $25,000.00 (Twenty-five
Thousand Dollars and No Cents). DEFENDANTS agree to pay $25,000.00
to Judge Paul Ferguson as a mediation fee on behalf of both
parties.
5. PLAINTIFF agrees to execute this AGREEMENT on or before
February 15, 2006, after which DEFENDANTS agree to make the
payments to PLAINTIFF referenced in paragraphs 3 and 4 on or before
Tuesday, February 21, 2006. Pay
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