COSA V. PHOENIX GROUP INFORMATION SYSTEMS

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INSURANCE NOi' R€ QUIRED WORK MAY PROCEED CLERK Or COUNCIL nATG A-2018-110 MAY 0 2 7919 SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS (`}`, CAO Co) THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement"), is made and entered into on April _, 2018 by and between THE CITY OF SANTA ANA, a Charter City and municipal corporation ("Plaintiff' or the "City") on the one hand, and PHOENIX GROUP INFORMATION SYSTEMS ("Defendant" or "Phoenix"), on the other hand. Plaintiff and Defendant are sometimes referred to herein as "the Parties"; and individually as a "Party". Except with regards to the obligations herein, this Agreement shall release Plaintiff and Defendant from any and all claims against each other for injunctive relief, damages of any nature and in any amount, attorneys' fees, litigation costs and all other forms of liability or relief in federal court, any state court, and/or in any administrative proceeding relating to the Lawsuit as defined below. This Agreement is made with reference to the following facts: RECITALS A. On or around June 26, 2017, Plaintiff filed a Complaint against Defendant for Breach of Contract, Account Stated, and Open Book Account. The Complaint is pending in the Superior Court of California, County of Orange as City of Santa Ana v. Phoenix Group Information Systems, Case No. 30-2017-00928452-CU-SC-CJC. On or around July 25, 2017, Defendant filed a Cross -Complaint against Plaintiff for Breach of Contract, Breach of the Covenant of Good Faith and Fair Dealing, Promissory Estoppel, Account Stated, Open Book Account, and Unjust Enrichment. The Cross -Complaint is also pending in the Superior Court of California, County of Orange as City of Santa Ana v. Phoenix Group Information Systems, Case No. 30-2017-00928452-CU-BC-CJC , (Collectively, the foregoing Complaint and Cross - Complaint are referred to herein as the "Lawsuit"). Both Plaintiffs and Defendant's claims in the Lawsuit arise out of the Agreement for Automated Parking Citation Processing and Equipment (the "Parking Citation Processing Agreement") entered into between Plaintiff and Defendant whereby Plaintiff would pay Defendant to provide automated parking citation and processing services. B. The Parties and their attorneys of record have engaged in extensive good faith discussions and have had a sufficient opportunity to evaluate the merits of their respective claims and positions. C. As a result of those negotiations, and in order to avoid the time, expense and uncertainty of litigation of this matter, the Parties desire to end the Lawsuit and to settle and resolve and forever release, to resolve all of the outstanding claims and disputes between them, including but not limited to claims arising out of the Lawsuit on the terms and in the manner set forth in this Agreement.