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G. On September 23, 2011, Judge Ronald Ibarra of the Circuit Court of the Third Circuit and
<br /> Magistrate Judge Kevin Chang of the United States District Court for the District of Hawaii ordered a joint
<br /> settlement conference concerning the Lawsuits. Thereafter, joint settlement conferences occurred on
<br /> November 29,December 8,December 12 and December 13,2011. On December 13,2011,the Settling Parties
<br /> agreed on the record in open court to a written term sheet which sets forth the essential terms of a valid,
<br /> enforceable settlement, and which would be further documented in Definitive Agreement(s) that are
<br /> reasonably acceptable to the Settling Parties and that include usual and customary terms for a transaction
<br /> and settlement of this sort,and Settling Parties also agreed to file stipulations for dismissals with prejudice of
<br /> the Lawsuits by January 31,2012. This Agreement is one of those Definitive Agreements.
<br /> II. COVERED CLAIMS
<br /> The term "Covered Claims" means any and all claims, counter-claims, demands, actions, causes of
<br /> action, damages (in any manner denominated, including, but not limited to, compensatory, consequential,
<br /> special,general and punitive damages),liabilities,losses,obligations,attorney's fees, expert fees,court costs,
<br /> and litigation costs, whether known or unknown, suspected or unsuspected, threatened or unthreatened,
<br /> matured or unmatured, contingent or noncontingent,liquidated or unliquidated,however denominated,and
<br /> in any manner arisen,which (i) were brought or could have been brought by and between any of the parties
<br /> to the Lawsuits against each other with respect to the Improvement Agreements and Bonds; (ii) relate in any
<br /> manner to, on account of, or arising from the Lawsuits; and/or (iii) relate to the Improvement Agreements
<br /> and Bonds,with the following exceptions and clarifications as it relates to the County and Oceanside:
<br /> 1. The Covered Claims include all matters concerning obligations of Oceanside and/or its
<br /> Representatives(defined below)relating to all phases of the Bypass,even if required by(i)agreements other
<br /> than the Improvement Agreements and Bonds,such as the Development Agreement between Oceanside and
<br /> the County dated April 20,1998 ("Development Agreement"),and Reimbursement Agreement dated
<br /> February 22,2008 and/or(ii) applicable law,ordinances,regulations,licensing and permitting
<br /> requirements;and.-
<br /> 2. The County agrees that any and all obligations under the Phase 1 Improvement Agreement
<br /> between Oceanside and the County dated September 16,1999 and Phase 2 Improvement Agreement between
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