FULL AND FINAL SETTLEMENT AGREEMENT AND RELEASE

This Full and Final Settlement Agreement and Release (“Agreement”) is entered into as of
the latest day on which this Agreement is approved by the necessary governing bodies and
executed by their authorized representatives, the ____ day of _________, 2023 (“Effective Date”),
by and among Washoe County, a political subdivision of the State of Nevada acting through the
Washoe County Board of County Commissioners and Washoe County Treasurer Tammi Davis
(collectively “Washoe County”) and the Washoe County School District (“District”). Hereinafter,
Washoe County and the District shall be collectively referred to as the “Parties.”

RECITALS

WHEREAS, on August 4, 2020, the Washoe County Board of County Commissioners

approved a settlement agreement in connection with the Village League to Save Incline Assets et
al. v. Nevada, Case No. CV03-06922 (“Incline Litigation”) that would require the payment of
refunds for residential parcels in Incline Village/Crystal Bay in the total estimated amount of $56
million (“Incline Refunds”);

WHEREAS, on February 23, 2021, the Washoe County Board of County Commissioners
approved resolution R20-086 to approve of Washoe County withholding from subsequent
apportionments of property tax revenues of the proportionate interest share from the taxing entities
in Washoe County including the District;

WHEREAS, on April 15, 2021, the District filed a Petition for Writ of Mandamus and
Complaint in Case No. CV21-00683 in the Second Judicial District Court in Washoe County,
Nevada (“Action”). The Action challenged Washoe County’s authority to withhold property tax
distributions from the District as a result of the Incline Litigation;

WHEREAS, the District Court granted Washoe County’s Motion to Dismiss on August
27, 2021 and thereafter the District appealed to the Nevada Supreme Court in Case No. 83592
(“Appeal”);

WHEREAS, during and prior to the Appeal, Washoe County has withheld property tax
distributions from the District;

WHEREAS, the settlement of the Incline Litigation and the County’s subsequent actions
meant that an estimated $19,500,000 million in future property tax distributions would be withheld
from amounts designated for the District. (“Property Tax Withholdings”). Of this amount,
approximately 2/3 of the Property Tax Withholdings would be withheld from the State Treasurer
and/or State Education Fund and 1/3 of the Property Tax Withholdings would be withheld from
the District’s Debt Service Fund;
 WHEREAS, it is the desire of the Parties to settle by compromise any and all disputes that
now exist between the Parties related to the Action and Appeal;

NOW, THEREFORE, in consideration of the promises and of the agreements hereinafter

contained and for other good and valuable consideration, receipt of which is hereby acknowledged,
the Parties agree as follows:

AGREEMENT

1. Settlement Terms.

A. Property Tax Withholding.

The Parties agree to modify the property tax withholdings challenged by the District in the
Action as follows.

1. Washoe County and the District agree to share responsibility for the
property tax withholdings apportioned to the District’s Debt Service Fund
such that Washoe County will ultimately bear (44%) of the apportioned
total and the District will ultimately bear the remaining (56%) of the
apportioned total.

2. Washoe County will cease withholding property tax distributions from the
District’s Debt Service Fund as of the Effective Date. By June 21, 2024,
the Parties will perform a financial reconciliation to determine the final
balance owed.
a. If the amount already withheld from the District’s Debt Service
Fund is less than 56% of the total actual refunds apportioned to the
District’s Debt Service Fund, then the District will remit funds to
Washoe County so that the total withholdings from the Debt
Service Fund will be divided with 56% of the responsibility for
Washoe County and 44% of the responsibility for the District.
b. If the amount already withheld from the District’s Debt Service
Fund is more than 56% of the total actual refunds apportioned to
the District’s Debt Service Fund, then the County will remit funds
to the District so that the total withholdings from the Debt Service
Fund will be divided with 56% of the responsibility for Washoe
County and 44% of the responsibility for the District.

3. Washoe County will continue to withhold property tax distributions from

the other taxing units of Washoe County, including the State Treasurer
and/or State Education Fund, to fund the Incline Refunds and consistently
with its current practice under the terms of Washoe County’s Resolution
R20-086 and its related administrative actions. The withholding will
continue to be done on a proportionate interest share and these shares will
not increase as a result of this Agreement.

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 4. As of the Effective Date, Washoe County will not withhold any additional
amounts from the District or the District’s Debt Service Fund related to
the Incline Refunds except as set forth herein.

This Agreement modifies and replaces Washoe County Resolution R20-086 and related
actions with respect to the District only.

B. Future Actions and Contingencies.

Neither Party will take any action that would affect the financial arrangement above,
including but not limited to causing the State of Nevada to hold Washoe County or the District
responsible for the prior and future withholdings from the State or Nevada, the State Treasurer, or
the State Education Fund. Each party will inform the other party of any communications with the
State regarding this Agreement or withholdings of property tax distributions from the State
Treasurer and/or State Education Fund.

Notwithstanding any other provision of this Agreement, in the event that the financial
arrangement above is modified such that the financial share of the Parties related to the Property
Tax Withholdings are greater or lesser than set forth herein, this Agreement is wholly voidable at
the election of either Party. In the event that either Party elects to void this Agreement – the Parties
waive any and all defenses to the reinstatement of the Action or Appeal, including but not limited
to defenses based on statutes of limitations, ripeness, mootness, preclusion, or laches – and agree
that either Party may file or assert the same claims and defenses that are currently at issue in the
Action or Appeal.

Only in the event that despite this Agreement and the best efforts of the Parties a Party is
unable to return to the same or similar litigation posture due to judicial rulings or otherwise, the
Parties agree to reimburse and indemnify the other Party for the results of any decisions or actions
by third-parties that alter the financial terms of this Agreement.

C. Dismissal.

Within thirty (30) calendar days from the Effective Date, the Parties will file a joint motion
to dismiss the pending appeal at the Nevada Supreme Court and remanding to the district court for
entry of the parties’ stipulation to dismiss the Action without prejudice. In the event the district
court declines to dismiss the Action on the terms outlined in this Agreement, either party may file
a motion to reinstate the appeal. The Parties will cooperate to dismiss the Appeal and the Action
in accordance with the intent of this Agreement in order to obtain finality to be disturbed only in
the event future events affect the financial balance of this Agreement.

2. Release and Waiver. As of the Effective Date but subject to the Future Efforts and
Contingencies Provisions above, the Parties hereby irrevocably and completely release and forever
discharge each other, and any and all of the Parties’ affiliated and related entities, successors and
assigns, officials, trustees, shareholders, directors, officers, partners, members, managers,

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employees, attorneys, insurers, and agents (“Released Parties”), from any and all claims, demands,
interests, actions, causes of action, losses, liabilities, damages, costs and expenses, of every nature,
character, description or other rights of any nature whatsoever, whether fixed or contingent, known
or unknown, including but not limited to those which arise out of, are or were related or connected
in any way to the Action or Appeal. This provision is not intended to apply to future acts or
omissions that may occur subsequent to the execution of this Agreement or in the event the Action
is reinstated, except as expressly provided herein. The terms of this paragraph shall survive the
expiration/termination of this Agreement.

3. Adequate Consideration. The covenants herein described are accepted by the

Parties as the full, adequate, complete, final and binding compromise and settlement of all matters
involving the issues described in this Agreement.

4. Good Faith Settlement. The terms of this settlement and this Agreement have been
made in good faith. The Parties agree that in the event of litigation, arbitration, or other disputes
related to the Services Agreement, the Parties will cooperate to obtain a determination of a good
faith settlement.

5. No Admission of Liability. Any obligation required by this Agreement is not and

shall not be considered an admission, of any kind, by any Party of any liability or wrongdoing,
past or present, such liability or wrongdoing being hereby specifically denied; nor shall any such
liability or wrongdoing be implied hereby.

6. Representations and Warranties. This Agreement has been negotiated by the

respective Parties through their own independent, competent counsel. All Parties represent that
they have relied upon the advice of counsel, who are attorneys of their own choice, and that they
have completely read and had explained to them the terms of this Agreement, and that they fully
understand and voluntarily accept these terms. The Parties each separately warrant and represent
that no promise, inducement or agreement not herein expressed has been made to them, and that
the terms of this Agreement are contractual and not mere recitals. Each Party hereto represents
and warrants to the other Parties that they have not heretofore assigned or transferred, or purported
to assign or transfer, to any person or entity, any claim, demand damage, debt liability, obligation,
account, reckoning, cost, expense, lien, action or cause of action, or any part thereof, released
herein.

7. Future Cooperation. The Parties will cooperate fully, to execute any and all
supplementary documents and to take all additional actions that may be necessary or appropriate
to give full force and effect to the terms and intent of this Agreement.

8. Enforcement of This Agreement. In the event of a default under the terms of this
Agreement by any Party to the Agreement, the prevailing party in any such dispute relative thereto
shall be entitled to reasonable attorney’s fees, costs and related expenses incurred in preparation
for and in prosecution or defense of said action or proceeding, including but not limited to all
appeals, related proceedings including enforcement, satisfaction and extraordinary writ
proceedings. A breach of this Agreement shall not, however, revive or reinstate any of the claims
or cause(s) of action released in this Agreement, any and all such claims or causes of action having

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been specifically released pursuant to this Agreement. The Released Parties shall be treated as
third-party beneficiaries of this Agreement and entitled to enforce any provision hereunder as
necessary to ensure the benefits of this Release and Waiver.

9. Notice. Any notice, demand or other communication required or permitted under

this Agreement shall be effective only if it is in writing and delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, with a copy by email,
addressed as follows:

If to Washoe County
Washoe County District Attorney’s Office
One South Sierra St.
Reno, NV 89501
(775) 337-5716

If to the District:
Office of the General Counsel
425 East Ninth Street
Reno, NV 89512
(775) 348-0300

or to such other address as either party may designate by notice to the other and shall be
deemed to have been given as of the date so personally delivered or mailed.

10. Authorized Signatures. The Parties to this Agreement each represent and warrant
that the person executing this Agreement on behalf of each respective party has the full and explicit
authority to act on behalf of and bind the respective party. The Parties further agree that the other
is entitled to rely on the execution below as conclusive proof that the Parties executing have such
authority.

11. Controlling Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada with exclusive venue in Washoe County,
Nevada.

12. Entire Agreement; Severability. This Agreement, including all Exhibits to this
Agreement and all referenced documents, contains the entire agreement among the Parties with
regard to the matters set forth herein. There are no other understandings or agreements, verbal or
otherwise, among the Parties relating to the subject matter hereof, except as are expressly set forth
herein. In the event any portion of this Agreement is held invalid or unenforceable, that portion
shall be deemed severed from the balance of the Agreement, and shall not affect the validity and
enforceability of the remainder of the Agreement.

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 13. Counterparts. This Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, and such counterparts will together
constitute but one Agreement.

14. Amendments. This Agreement may only be modified by an instrument in writing

executed by the Parties hereto.

15. Agreement as a Complete Defense to Any Claim. This Agreement may be pleaded
as a full and complete defense to any action, claim, suit, or any other proceeding which may be
hereinafter instituted, prosecuted or attempted and which arise out of or relate in any way to claims,
causes of action and demands released herein.

16. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the Parties hereto and the respective heirs, administrators, executors, personal
representatives, successors, and assigns of the Parties hereto.

17. Waivers. No waiver by any party at any time or compliance with, any condition or
provision to this Agreement by the other party, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time. No written
waiver by any party at any time of any breach of any provision of this Agreement shall be deemed
a waiver of a breach of any other provision herein or a consent to any subsequent breach of the
same or any other provision. If any action by any party shall require the consent or approval of
another party, such consent or approval of such action on any one occasion shall not be deemed a
consent to or approval of such action on any subsequent occasion, or a consent to or approval of
any other action on the same or any subsequent occasion.

18. Paragraph Headings. The headings in this Agreement are included for convenience
of reference only and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any instrument to be drafted.

Therefore, the Parties have caused this Agreement to be executed as of the Effective Date.

Date: _____________________________________________________
Washoe County
Washoe County Board of County Commissioners
By:

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 Title:

Date: _____________________________________________________
Washoe County Treasurer
By:
Title:

Date: ______________________________________________________
Washoe County School District
By:
Title: