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policy, or agreement, or to establish a precedent or formal policy of the City in this or any other
<br />matter, now or in the future.
<br />4. No Admission of Liability. This AGREEMENT shall not in any way be
<br />construed as an admission by the City or 1901 of any unlawful or wrongful acts or other liability
<br />whatsoever against each other or against any other person. The City and 1901 specifically
<br />disclaim any liability to, or wrongful acts against, each other or against any other person on the
<br />part of themselves, any related person, or any related predecessor entity or corporation, or its or
<br />their agents, representatives, or successors in interest and assigns, in relation to the matters
<br />addressed in this AGREEMENT.
<br />5. Settlement Terms. Upon execution of this AGREEMENT, the following terms
<br />shall apply:
<br />a. Within thirty (30) days of the Effective Date, the City shall make a single,
<br />lump sum payment to 1901 in the sum of Four Hundred Thousand and 001100 Dollars
<br />($400,000.00) ("Settlement Amount"). The Settlement Amount may be paid by check or
<br />wire transfer to and as requested by 1901.
<br />b. The mutual releases and waivers set forth in Paragraph 5 hereof shall
<br />become effective immediately upon the Effective Date. Within five (5) days of the
<br />Effective Date, 1901 shall execute, sign, process, and file such documentation as is
<br />necessary to effectuate dismissals with prejudice, as against the City only, in the: (i)
<br />Second Action; (ii) the Appeals, and (iii) the 1901 Petition.
<br />C. The Parties agree to cooperate fully in the performance of this
<br />AGREEMENT and to execute any and all supplementary documents and take all
<br />additional actions that may be necessary or appropriate to give full force and effect to the
<br />terms and intent of this AGREEMENT, and that are not inconsistent with the
<br />AGREEMENT's terms.
<br />d. No Party, including the attorneys for any Party, has made any
<br />representations or warranties regarding whether the Settlement Amount is subject to
<br />taxation. The City does not bear any responsibility for 1901's tax liability that may arise
<br />as a result of the Settlement Amount. 1901 agrees to assume any responsibility for
<br />payment of taxes due by 1901 in relation to Settlement Amount.
<br />e. 1901 agrees to defend (with counsel reasonably selected by 1901),
<br />indemnify, and hold harmless the City From and against any and all claims, debts,
<br />liabilities, demands, obligations, costs, expenses, causes of action, fines,. penalties, losses
<br />or judgments asserted against the City by any third party, including but not limited to the
<br />District, based on or arising out of or in connection with the Disputes, the determination
<br />of the Project's assessable space, and/or the amount of school impact fees payable for the
<br />Project, regardless of whether such arose prior to or after the Effective Date of this
<br />AGREEMENT. Such indemnity obligations shall specifically extend to and include, but
<br />are not limited to, 1901's indemnity and defense of the City from and against all claims,
<br />causes of action, and matters at issue in the District Petition, the Anti-SLAPP Appeal,
<br />and the Judgment Appeal. The Parties' intent is that the City shall have no obligation to
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