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Whereas, CITY representatives have met with DTI representatives on several occasions
<br />to determine if an agreement could be reached to resolve the Dispute; and
<br />Whereas, the PARTIES have agreed to settle all of their respective rights and liabilities
<br />related to the Dispute and agreed to equitably resolve their differences in accordance with the
<br />terms set forth in this Agreement.
<br />III.
<br />TERMS OF AGREEMENT
<br />NOW, THEREFORE, IN EXCHANGE FOR MUTUAL RELEASES DETAILED
<br />BELOW AND FOR FULL AND ADEQUATE CONSIDERATION, AND THE TERMS,
<br />CONDITIONS, AND COVENANTS CONTAINED HEREIN, THE PARTIES HERETO
<br />AGREE AS FOLLOWS:
<br />1. Incorporation of Recitals. The PARTIES hereby agree to incorporate each and
<br />every Recital set forth above as fully set forth herein.
<br />2. Term of the Agreement. The PARTIES acknowledge that the Agreement shall be
<br />for an Initial Term of three (3) years, commencing on January 31, 2013, and terminating on
<br />January 31, 2016, unless terminated sooner pursuant to any violations of the provisions of this
<br />Agreement. The Term of this Agreement shall be automatically renewed in one (1) year
<br />Renewal Terms, unless notice of termination is given at least six (6) months, but not more than
<br />eight (8) months, prior to the expiration of the Initial Term or any Renewal Term. The City
<br />Manager shall have the authority to accept or issue a notice of termination on behalf of the
<br />CITY.
<br />3. Obligations of the Parties. CITY and DTI agree to perform various obligations as
<br />set forth in Exhibit A to this Agreement.
<br />4. Mutual General Release. Except as otherwise set forth in this Agreement, the
<br />PARTIES hereto for themselves, their agents, successors, assigns, owners and buyers, do hereby
<br />release and discharge each other, and their respective representatives, heirs, executors,
<br />administrators, conservators, conservatees, successors, assigns, agents, attorneys, and employees
<br />of, and from any and all claims, demands, debts, obligations, liabilities, costs, expenses, rights of
<br />action, causes of actions and judgments of any kind or character whatsoever, arising in whole or
<br />in part prior to the date first above written, or which may hereafter be claimed to arise in whole
<br />or in part out of the Dispute.
<br />Each of the PARTIES acknowledges and agrees that the Released Claims include all
<br />claims of every nature and kind whatsoever, whether known or unknown, suspected or
<br />unsuspected, and further acknowledges that it may hereafter discover facts different from, or in
<br />addition to, those which it now knows, or believes to be true with respect to the Released Claims.
<br />Nevertheless, the PARTIES agree that the foregoing release shall be, and shall remain in effect
<br />in all respects, notwithstanding such different or additional facts, or the discovery thereof, and
<br />hereby expressly waive any and all rights provided in California Civil Code Section 1542, which
<br />provides as follows:
<br />Page 2 of 9
<br />Settlement, Release Agreement
<br />55394.00000\7778447.1
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