HomeMy WebLinkAboutContracts & Agreements_133-2003_CCv0001.pdf SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement("Agreement")is entered into by and between Alpha
Internet Systems("Alpha") and the City of Redlands ("City") who are sometimes referred to herein
as the "Parties."
RECITALS
A. Alpha alleges that the City owes certain monies to Alpha in connection with website
services provided to the City, and the City disputes that allegation.
B. It is the intention of the Parties to resolve and settle their dispute and to discharge
all claims, demands, causes of action, obligations, damages and liabilities each Party may have
against the other that arise from,or are related to,Alpha's provision of website services to the City.
C. This Agreement is a compromise of the claims and liabilities asserted by the Parties
and shall not be treated as an admission of liability by any Party.
AGREEMENT
1. The Parties acknowledge that the Recitals are true and correct and incorporate the Recitals
into this Agreement.
2. The City shall pay to Alpha the sum of Five Thousand Forty Dollars($5,040.00)no later than
5:00 PIVI July 15,2003. If payment is not received by Alpha Internet Systems by the date and
time specified herein,this agreement shall become null and void.The payment shall be made
by check payable to Alpha Internet Systems.
3. Alpha, in behalf of itself and its assigns and successors-in-interest, hereby releases and
forever discharges the City and its Councilmembers, officers, employees and assigns from
any and all claims, causes of action, damages, losses, demands, accounts, rights, debts,
liabilities,obligations,disputes,controversies,payments,costs and attorneys'fees,of every
kind and character, known or unknown, existing or contingent, latent or patent, regarding
any matter arising from or related to Alpha's provision of website services to the City.
4. The City, in behalf of itself and its assigns and successors-in-interest, hereby releases and
forever discharges Alpha and its officers, employees and assigns from any and all claims,
causes of action,damages,losses,demands,accounts,rights,debts,liabilities,obligations.
disputes, controversies, payments, costs and attorneys' fees, of every kind and character,
known or unknown, existing or contingent. latent or patent, regarding any matter arising
from or related to Alpha's provision of website services to the City.
5. By executing this Agreement, Alpha and the City hereby release and waive all claims or
causes of action that each may have against the other which in any way relate to the
provision of website services to the City.
6. The Parties expressly waive any rights afforded them under Civil Code section 1542 which
provides that:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with
the debtor.
7. The Parties are aware that they may hereafter discover claims or facts in addition to or
different from those they now know or believe to be true with respect to the matters related
herein. Nevertheless, it is the intention of the Parties to fully, finally and forever settle and
release all such matters, and all claims related to those matters.
S. The Parties represent and warrant to each other that neither has assigned or transferred,or
purported to assign or transfer, and shall not hereafter assign or transfer, any obligation,
liability, demand, claim, cost, expense, debt, action and cause of action released pursuant
to this Agreement. The Parties also agree to defend,indemnify and hold each other harmless
against any obligation, liability, demand, claim, cost, expense(including,but not limited to
attorneys' fees incurred), debt, controversy, damage, action or cause of action based on,
arising out of or in connection with any such transfer or assignment or purported transfer or
assignment.
9. This Agreement constitutes the entire agreement between the Parties as to the matters
contained herein. No modification of this Agreement shall be valid unless made in writing,
signed by the Parties.
10. This Agreement shall bind and inure to the benefit of the successors and assigns of the
Parties.
11. The language of this Agreement shall be construed as a whole according to its fair meaning
and not strictly for or against any of the Parties.
12. Each person executing this Agreement represents and warrants to the other signatory that
he has the authority to execute this Agreement in behalf of the entity for whom he is signing,
this Agreement.
13. This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
14. Should an action be brought to enforce or interpret the terms of this Agreement, the
prevailing Party shall be entitled to recover reasonable attorneys'fees and costs incurred in
prosecuting the action.
ALAIRET SYSTEMS
Dated: � C�
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CITY OF REDLANDS
Dated: July 1, 2003
Karl N. ("Kasey") Haws, Mayor
Attest:
City C rk