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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED N-2024-067
<br />CITY CLERK
<br />DATE:
<br />MUTUAL RELEASE AND TERMINATION AGREEMENT
<br />0% 1T 0) BETWEEN AVOCETTE TECHNOLOGIES, INC. AND
<br />u• Giuil�) s-A- THE CITY OF SANTA ANA
<br />This Mutual Release and Termination Agreement (hereinafter referred to as "Release") is entered
<br />N into on February, 2024 by and between Avocette Technologies, Inc., a Canadian corporation
<br />(hereinafter referred to as "Avocette") and the City of Santa Ana (hereinafter referred to as "City").
<br />r`
<br />m Purpose:
<br />w This Release is intended to effect the termination of any obligations by either party as hereinafter
<br />designated.
<br />Recitals
<br />WHEREAS, disputes and differences have arisen between the parties with respect to Agreements
<br />#A-2021-092 and #A-2021-093 entered into by the parties and executed on July 1, 2021, copies
<br />of which are attached hereto as Exhibit A and Exhibit B, respectively (hereinafter referred to as
<br />the "Agreements").
<br />WHEREAS, both parties have agreed to settle all disputes and differences which have arisen under
<br />the Agreements by executing this Release.
<br />WHEREAS, both parties recognize that by executing this Release, they are relinquishing their
<br />respective legal rights with reference to the herein mentioned disputes and differences which have
<br />arisen under the Agreements, and both parties agree that in consideration of the execution of this
<br />Release, and for the added consideration of full and final payment of $50,000.00 paid by City to
<br />Avocette for services rendered under the Agreements, receipt of which is hereby acknowledged
<br />by Avocette, each party for its heirs and assigns, expressly releases the other party and its heirs
<br />and assigns, from all liability for claims and/or demands which may arise from those certain
<br />Agreements referenced herein and attached hereto.
<br />Terms:
<br />Now, therefore, and for consideration of the payment contained herein, and the receipt of
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
<br />agree as follows:
<br />1. Without any admission as to liability, and in exchange for a negotiated final payment by
<br />City to Avocette in the amount of $50,000.00 for services rendered under Agreements #A-
<br />2021-092 and #A-2021-093, City does hereby release, cancel, forgive and forever
<br />discharge Avocette, and each of its predecessors, parent corporations, holding companies,
<br />subsidiaries, affiliates, divisions, heirs, successors, and assigns, and all of its officials,
<br />officers, directors and employees from all actions, claims, demands, damages, obligations,
<br />liabilities, controversies, and executions, of any kind or nature, whatsoever, whether known
<br />or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise
<br />by reason of the indebtedness and/or the guarantee of payment of the indebtedness as
<br />designated and described in the Release from the first day of the world, including this day
<br />and each day hereafter, and City does specifically waive any claim or right to assert any
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