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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE <br />CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR <br />AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR <br />HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH <br />THE DEBTOR." <br />If a lawsuit should be filed and pursued naming DTI or any of its directors, officers, <br />employees, or agents as defendants for acts that arose out of the CMD formation process and/or <br />for their acts while performing within the course and scope of the CMD Services Agreement <br />between DTI and the CITY, DTI may seek equitable indemnity and/or contribution from the <br />CITY. <br />5. Each Party to Bear Own Fees. Except as otherwise set forth in this Agreement, <br />each of the PARTIES hereto agrees to bear his/her/its own respective attorneys fees and costs <br />related to the resolution of the Dispute and incurred through the execution of this Agreement. <br />6. Representation by Counsel. The PARTIES hereto affirmatively represent that <br />they had an opportunity to be represented throughout by attorneys at law of their own choosing. <br />The PARTIES further represent that they have read this Agreement, understand the terms used <br />herein, and the consequences thereof. <br />7. Further Documentation. All of the PARTIES hereto shall do all acts and execute <br />all documents necessary or convenient to effectuate the terms and provisions of this Agreement. <br />8. Final Agreement. This Agreement supersedes all prior negotiations and <br />understandings of any kind with respect to the subject matter hereof, and contains all of the terms <br />and provisions of agreement among the PARTIES hereto with respect to the subject matter <br />hereof. There are no oral representations, understandings, statements or stipulations of any kind <br />or character made by any of the PARTIES bearing upon the effect of this Agreement to induce <br />execution of this Agreement, or otherwise, which have not been incorporated herein. <br />9. Governing. This Agreement is made under, and shall be governed by and <br />construed in accordance with the laws of the State of California. <br />10. Limitations. Execution of this Agreement does not constitute evidence of, and <br />shall not be construed to be, an admission of liability and/or wrongdoing by any of the PARTIES <br />hereto. Rather, this is the settlement of a disputed claim(s) constituting an accord and <br />satisfaction, and all PARTIES expressly deny any liability. <br />11. Warranty of Non -assignment. The PARTIES hereto represent and warrant that <br />they have not heretofore assigned or transferred, or purported to assign or transfer, to any person, <br />firm or corporation whatsoever, any claim, debt, liability, demand, obligation, cost, expense, <br />action, or causes of action covered by this Agreement, and each PARTY acknowledges and <br />agrees that this warranty and representation is an essential and material term of this Agreement <br />without which none of the consideration received in connection herewith would have been made <br />or delivered. The foregoing warranty and representation shall survive the delivery of this <br />Page 3 of 9 <br />Settlement, Release Agreement <br />55394.00000\7778447.1 <br />