Metzler et al. v. Kaiser Foundation Health Plan, Inc. et al.

XI. GENERAL & MISCELLANEOUS PROVISIONS

45. The parties will hold a joint news conference to announce the settlement to the public. The parties will jointly prepare and disseminate a media release recognizing the efforts of Kaiser to take a leadership role in providing accessible health care to people with disabilities.

46. Kaiser and Plaintiffs’ Counsel will work cooperatively and collaboratively to submit grant proposals seeking funds to support the development and implementation of the Access Plan so that Kaiser can establish a model program for meeting the health needs of people with disabilities. Regardless of whether these fundraising efforts are successful, Kaiser shall bear the financial responsibility for fulfilling its obligations under this Agreement.

47. This Agreement shall be governed by the laws of the State of California.

48. This Agreement may be signed in duplicate originals.  

49. Heading and sub-headings in this Agreement are used solely for convenience. Examples provided in this Agreement are intended to be illustrative, not exhaustive.

50. If a dispute arises because a party claims that unforeseen circumstances make this Settlement Agreement, or any part of it, unjust, any party may seek modification of the Agreement. Any such modification should take into account (i) the purposes of this Agreement, as described in its Recitals, (ii) the circumstances that allegedly make the provision(s) unjust, including whether the modification-seeking party has acted in good faith, and (iii) whether the proposed modification is suitably tailored to the changed circumstances. Disputes regarding the propriety of a modification shall be resolved in accordance with the dispute resolution provisions set forth in ¶ 37.

a. If it becomes impracticable for either party to meet a deadline established by this Agreement, the parties may modify the Agreement’s time-lines in accordance with ¶ 50, provided that the party seeking an extension has made a good faith effort to meet the relevant deadline.

51. This Agreement is the compromise of disputed claims and shall not be deemed to be an admission of liability or wrongdoing by any party for any purpose.

52. This Agreement is binding on and for the benefit of Plaintiffs and Plaintiffs’ Counsel, and Releasees and their respective heirs, executors, administrators, successors and assigns, wherever the context requires or admits.

53. If any provision or portion of this Agreement shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement.

54. Breach of any term(s) of this Agreement by one or more defendant(s) does not invalidate the Agreement as to any or all of the remaining, non-breaching defendants. Breach of this Agreement by one defendant does not constitute a breach by all defendants.

55. This instrument contains the entire agreement of the parties with regard to matters covered in it, and supersedes any prior agreements as to those matters. This Agreement may not be changed or modified, in whole or in part, except by an instrument in writing signed by Plaintiffs, Plaintiffs’ Counsel, and an Officer of Kaiser.

56. The parties declare that prior to the execution of this Agreement, they apprised themselves of sufficient relevant information, through sources of their own selection, in order that they might intelligently exercise their own judgment in deciding whether to execute it, and in deciding on the contents hereof. The parties further declare that their respective decisions are not predicated on or influenced by any declarations or representations of the plaintiff or persons or entities released or any predecessors in interest, successors, assigns, officers, directors, employees, attorneys, or agents of said entities other than as may be contained in this instrument.

57. The parties expressly state that they have read this Agreement and understand all of its terms, that the preceding paragraphs recite the sole consideration for this Agreement and that all agreements and understandings between the parties are embodied and expressed herein. This Agreement is executed voluntarily and with full knowledge of its significance.

Kaiser Foundation Health Plan, Inc. Date: ______________________________ Kaiser Foundation Hospitals

By: ___________________________________ Title: ___________________________________

All Plaintiffs Date: ______________________________

By: ___________________________________