RELE FALL CL NITYAGREEME This Release of All Claims and Indemnity Agreement (hereinafter "Agreement?] is entered into by Jennifer Brewer, Administratrix of the Estate of Larry Trent (hereinafter "Brewer"?] and in favor of the Kentucky River Regional Jail Authority, Perry County, Knott County, and their respective officials, employees, of?cers, agents, successors and assigns [hereinafter collectively referred to as "the Potential Defendants"). REQIIEL A. Larry Trent died on July 9, 2013 and Brewer was appointed Administratrix of the Estate of Larry Trent by the Perry Probate Court on August 1, 2013. B. Brewer has asserted claims against the Potential Defendants for federal civil rights violations and state law tort claims arising from the death of Larry Trent on July 9, 2013, while incarcerated at the Kentucky River Regional all. C. Brewer and the Potential Defendants are desirous of settling any and all claims and disputes, whether known or unknown, that exist or might be claimed to exist between them, including, but not limited to, claims of any nature arising out of or relating to Larry Trent?s incarceration and death at the Kentucky River Regional Jail on July 9, 2013. D. Angela Shepard is a new employed by Dr. Steven Spady and/ or Kevin Davis and/or their company. Shepard and Dr. Spady and/or Davis and/or their company provided medical care to inmates at the Kentucky River Regional Jail. Brwer intends to reserve and prosecute any and all claims she may have against Angela Shepard, Dr. Spady, Davis and their company arising from the death of Larry Trent on July 9, 2013 at the Kentucky River Regional Jail. PART 1.1 In consideration of the promises made by Brewer in this Agreement, the Kentucky Association of Counties All Lines Fund insurance carrier for the Kentucky River Regional Jail Authority agrees to pay Brewer the sum of Two Million, Three Hundred, Seventy~Five Thousand Dollars (hereinafter referred to as the "Payment?). ART II 2.1 In consideration of the Payment, Brewer covenants and agrees to forbear from filing, and not to file, any lawsuit against the Potential Defendants arising out of the incarceration and death of Larry Trent on July 9, 2013. 2.2 In further consideration of the Payment referred in paragraph 1.1, Brewer agrees to fully and finally release the Potential Defendants from any and all legal and equitable claims which she has or may have as of the date of this Agreement. Specifically, Brewer hereby forever releases, acquits, holds harmless and discharges the Potential Defendants from any and all claims, demands, actions and causes of action, obligations, damages, costs or expenses, including claims for attorney fees, known or unknown, 1 contingent or otherwise, and whether speci?cally mentioned or not, that Brewer now has or has had or which might be claimed to exist at or prior to the date of this Agreement, including but not limited to, any and all other claims or suits against the Potential Defendants arising out of Larry Trent?s incarceration and death at the Kentucky River Regional Jail on July 9, 2013. 2.3 Brewer further agrees to release, indemnify and hold the Potential Defendants harmless from any and all claims which she has, or may have, for attorney fees and costs, and from any claims or liens of any funeral homes, healthcare providers, or healthcare insurers who may have provided treatment or services, or made payment for treatment or services, to or for Larry Trent arising from his death. 2.4 Brewer specifically acknowledges that she is solely responsible for reimbursing Medicaid, Medicare and/or any other governmental agency for any and all conditional payments that it has made or will make for Larry Trent?s medical treatment, if any, relating to any of the acts or omissions she could have alleged on the part of the Potential Defendants in connection with the death of Larry Trent. Brewer further represents, warrants and verifies that if Medicaid, Medicare and/or any other governmental agency made any payment on his behalf concerning any of the acts, or omissions she could have alleged on the part of the Potential Defendants, the Centers for Medicare and Medicaid Services, the Commonwealth of Kentucky, or any designated contractor of those agencies, has been or will be notified by Brewer of this settlement and Brewer agrees to repay/Medicaid, Medicare and/or any other governmental agency from the settlement proceeds to the extent required by law. Brewer also acknowledges, stipulates and agrees that the Potential Defendants, and their insurer, have made the Payment referenced in paragraph 1.1 in specific reliance upon the foregoing acknowledgement and verification, and accordingly, Brewer will hold them harmless and indemnify them from any and all claims of Medicaid, Medicare and/or any other governmental agency for payments made on Larry Trent?s behalf. 2.5 Brewer warrants, represents and agrees that she is not relying on the advice of the Potential Defendants or their legal counsel with respect to the legal, income tax or other consequences of any kind arising out of this Agreement, and accordingly, Brewer hereby releases and hold the Potential Defendants and their counsel harmless from any claim, demand, levy, co-lien or cause of action which may be asserted because the legal, income tax or other consequences of this Agreement are other than those anticipated by Brewer. 2.6 By entering into and executing this Agreement, Brewer is not settling, releasing or in any way compromising any claim she might have against Angela Shepard or her employer, arising out of the incarceration and/or the death of Larry Trent on july 9, 2013. Rather, Brewer specifically reserves the right to prosecute any and all such claims against Angela Shepard and her employer. 2.7 in any suit, claim or action by Brewer against Angela Shepard, Dr. Spady, Davis and/or their company arising out of the incarceration and death of Larry Trent on luly 9, 2013, Brewer agrees to indemnify and hold the Potential Defendants harmless from liability from and for any cross?claims, third-party claims, demands or actions Angela 2 Shepard, Dr. Spady, Davis and/or their company may assert against the Potential Defendants. Brewer speci?cally acknowledges, understands and agrees that it is the intent and purpose of this Agreement that the Potential Defendants and KALF will never have to pay any further sum to her or any other person or entity arising from the death of Larry Trent on July 9, 2013. PART 3.1 Brewer agrees that neither the Payment, nor the fact of this Agreement constitutes an admission of any liability, violation of law or wrongdoing of any kind or nature whatsoever on behalf of any of the Potential Defendants, all of whom have expressly denied liability, and Brewer acknowledges the Potential Defendants' sole purpose in entering into this Agreement is to avoid attorney fees, litigation costs and the delays associated with the adjudication of civil claims. 3.2 Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, Brewer agrees that the validity of the remaining parts, terms or provisions should not be affected thereby, and any illegal, invalid or unenforceable part, term or provision shall be deemed not to be a part of this agreement In such event, Brewer agrees that the court may impose any lesser restrictions it considers appropriate to protect the interest of Brewer or the Potential Defendants, as may be applicable. 3.3 This Agreement shall in all respects be interpreted, enforced and governed under the laws of the Commonwoalth of Kentucky. Brewer consents to the exclusive jurisdiction of courts located in Kentucky, agreeing to waive any argument for lack of personal jurisdiction or forum non convez?ns with respect to any claim or controversy arising out of or relating to this Agreement. The language of all parts of this Agreement shall in all cases be interpreted as a whole, according to its fair meaning and not strictly for or against Brewer or the Potential Defendants. 3.4 Brewer understands and agrees that this Agreement shall apply to all claims, whether known, unknown or unanticipated. Furthermore, the general release provided herein shall remain in effect as a full and complete release, notwithstanding the existence or subsequent discovery of any presently-unknown, different or additional facts or claims. Brewer expressly waives the right to argue or claim, under any statute, legal doctrine or precedent, that this Agreement does not extend to matters that they did not know about or suspect to exist at the time the Agreement was executed. 3.5 Brewer represents and certifies that she secured independent legal advice and consultation in connection with this Agreement and any rights she may be relinquishing hereby, and that she has not relied upon any representations or statements made by the Potential Defendants or their representatives in executing this Agreement, other than as stated herein expressly. 3.6 This Agreement constitutes the entire agreement and is entered into without reliance upon any statement, representation, promise, inducement or agreement not expressly contained herein. It is expressly understood and agreed that this Agreement may 3 not be altered, amended, or otherwise modified in any respect except by a writing duly executed by all of the parties. Brewer expressly acknowledges, represents and warrants that she has carefully read this Release of All Claims and Indemnity Agreement; that she is fully authorized by law to execute the Agreement; that she fully understands the terms, conditions and signi?cance of this Agreement; that she has had a full and fair Opportunity to review this Agreement with her attorney and has done so before signing; and, that she has executed this Agreement voluntarily, knowingly and with such advice from her attorney as she deems ap priate. I ERB WER, Administratrix of the *state of Larry Trent COMMONWEALTH OF KENTUCKY COUNTY OF Acknowledged, subscribed and sworn to before me on this the day of May, 2014, by BREWER. Administratrix of the Estege of Larry Trim. swine My Commission Expires: Approved as to Form: Roy G. Collins, Esq. Morgan Brashear Collins Yeast 109 Dickenson Street Manchester, KY 409 62 10732981 211-104-243 144