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SETTLEMENT AGREEMENT AND RELEASE
<br />This Settlement Agreement and Release ("Settlement Agreement") is effective this
<br />day of November, 2020 ("Effective Date") by and between The City of Everett, Washington
<br />("City") and Century Indemnity Company, as successor to (1) CCI Insurance Company, as
<br />successor to the Insurance Company of North America and Indemnity Insurance Company of
<br />North America, and (2) CIGNA Specialty Insurance Company (fikia California Union Insurance
<br />Company ("Century"); and Highlands Insurance Company, in Receivership (only to the extent
<br />policies were issued by Cravens Dargan & Company, Pacific Coast) ("Highlands")(collectively
<br />the "Chubb Insurers"), hereinafter collectively referred to as the "Parties."
<br />I. DEFINITIONS
<br />1.1 The "Chubb Policies" includes all known and unknown insurance policies issued
<br />by any of the Chubb Companies that provide coverage to the City, including, but not limited to,
<br />the policies listed on Exhibit A hereto.
<br />1.2 The "Chubb Companies" shall mean the entities listed in Exhibit B hereto.
<br />1.3 The "Chubb Insurers" shall mean Century Indemnity Company, as successor to
<br />(1) CCI Insurance Company, as successor to the Insurance Company of North America and
<br />Indemnity Insurance Company of North America, and (2) CIGNA Specialty Insurance Company
<br />(flk/a California Union Insurance Company) ("Century"); and Highlands Insurance Company, in
<br />Receivership (only to the extent policies were issued by Cravens Dargan & Company, Pacific
<br />Coast ("Highlands"), and shall also include, without limitation, their current and former parents,
<br />subsidiaries, divisions, affiliates, successors, assigns, directors, officers, agents, employees and
<br />any other entity that was in the past or is now affiliated with, related to or associated with the
<br />Chubb Insurers.
<br />1.4 "Claim(s)" shall mean any and all claims, obligations, liabilities, assertions ofright,
<br />complaints, cross -complaints, cross -claims, third -party claims, counterclaims, affirmative
<br />defenses, writs, demands, disputes, letters, notices, inquiries, requests, petitions, directives,
<br />obligations, lawsuits, actions, causes of action, administrative proceedings, governmental or quasi -
<br />governmental claims or actions, orders, judgments, settlements, arbitrations, mediations, liens, and
<br />any other assertion of liability of any kind or subject matter whatsoever, and as to all of the
<br />foregoing whether past, present or future, known or unknown, asserted or unasserted, foreseen or
<br />unforeseen, fixed or contingent, direct or indirect, matured or unmatured, liquidated or
<br />unliquidated, direct or consequential, and whether based on contract, tort, statute, regulation,
<br />equity, admiralty, or otherwise, including but not limited to those seeking damages or other relief
<br />because of "property damage," arising out of or relating to the Site. "Claim(s)" further includes,
<br />among other things, without limitation, claims based on contribution, equitable contribution,
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