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6.1. - Page 5 of 9
<br />4. Indemnification of refund claims. Sensus will reimburse, defend, indemnify and hold
<br />harmless the City and its Council, officials, employees, and agents from any and all claims, actions, causes
<br />of action, lawsuits, suits, demands, damages, injuries, losses, costs, and liabilities whatsoever, whether
<br />currently known, unknown, or which may arise in the future, resulting from, arising out of, or in any way
<br />connected to the Meters, the Dispute, or the underlying facts giving rise to the Dispute. Section 4 of this
<br />Agreement will terminate three (3) years after Sensus completes the installation of all Replacement Meters.
<br />5. Release.
<br />a. Release of Sensus. The City, for itself and its affiliates, successors, and assigns,
<br />for and in consideration of the terms and conditions of this Agreement, and by its execution of this
<br />Agreement, hereby fully, completely, and forever releases, remises, and discharges Sensus and its
<br />directors, officers, shareholders, employees, affiliates, distributors, and agents from any and all
<br />claims, actions, causes of action, lawsuits, suits, demands, damages, injuries, losses, costs, and
<br />liabilities whatsoever, whether currently known, unknown, or which may arise in the future,
<br />resulting from, arising out of, or in any way connected to the Meters, the Dispute, or the underlying
<br />facts giving rise to the Dispute, subject to the indemnification provision in Section 4 of this
<br />Agreement. The foregoing release is a condition precedent to Sensus entering into this Agreement.
<br />It is to be interpreted broadly so as to provide Sensus and the other released parties the maximum
<br />protection permitted under law.
<br />b. This A®iment. Nothing in this Section 5 of this Agreement, or anywhere else in
<br />this Agreement, is meant to, and does not, release claims and remedies for breach of this Agreement
<br />or relieve any party hereto of its obligations under this Agreement.
<br />6. Acknowled ement. Each party hereto understands that the facts in respect of which this
<br />Agreement is made may hereafter turn out to be other than or different from the facts now known or believed
<br />by it to be true. Each party hereto accepts and assumes all risk of facts turning out to be different, such as
<br />any potential claim being greater, different, or more extensive than now known, anticipated, or expected.
<br />In spite of this risk, each party hereto agrees that this Agreement shall be and remain in all respects effective
<br />and not subject to termination or rescission by virtue of any such mistake, change, or difference in facts.
<br />Each party hereto further agrees to waive and relinquish all rights it has or may have under any statute or
<br />legal decision providing that a general release does not extend to claims not known or suspected to exist at
<br />the time of executing the release, which if known by a claimant might have materially affected the
<br />settlement. Each party hereto specifically agrees that this Agreement and all releases set forth herein apply
<br />in such case to all such claims.
<br />7. Joint Effort. The preparation of this Agreement has been a joint effort of the parties hereto
<br />and shall not be construed more strictly against any party.
<br />8. Free and Voluntary Agreement. Each party hereto acknowledges and agrees that it has
<br />been fully advised by legal counsel concerning the language and legal effect of this Agreement and
<br />knowingly enters into this Agreement freely and without coercion of any kind.
<br />ATTY/AG REEME NTS/SETTLEM ENTS/SETTLEM ENT & RELEASE AGREEMENT WITH SENSUS USA INC.
<br />REV: 10-07-2020 MI
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