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HomeMy WebLinkAboutC04-193 Siemens Business Services, Inc. c, () t.f- - {tS -{ lJ . -~ ' SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (herein" Agreement") is made and entered into this 2nd day of June 2004, by, and between Siemens Business Services, Inc., a Delaware Corporation, with its principal place of business at 101 Merritt 7, Norwalk, CT 06851, hereinafter referred to as "SBS", and County of Eagle, Colorado, a body corporate and politic, with its principal place of business at 500 Broadway, Post Office Box 850, Eagle, CO 81631, hereinafter referred to as "Eagle County." WHEREAS, Eagle County and SBS entered into a Services Agreement and supporting Statement of Work on or about February 25,2003 under which SBS agreed to provide certain IT -related services to Eagle County (hereinafter referred to collectively as the "Contract"); WHEREAS, the parties hereto desire to settle all differences, disagreements, and disputes that exist or may exist among them based upon any and all dealings with each other. Each party hereto denies any wrong doing, or liability whatsoever on its part, but nevertheless has concluded that it is in each party's best interest to compromise and settle all possible claims and demands which each may have against the other and to release the other from all possible claims and potential liability whatsoever, including but not limited to compromise and settlement of all claims arising by reason of money owing for work performed by SBS for Eagle County. NOW, THEREFORE, pursuant to the parties' mutual desires, covenants and conditions contained herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Within ten (10) business days from the date the Agreement is fully executed by authorized representatives of SBS and Eagle County, Eagle County shall deliver to SBS a check in the amount of $46,728.00. 2. The Contract is deemed completed with no further obligations for either party. 3. In consideration of the payment described in paragraph 1 and the mutual release described in paragraph 4, SBS hereby irrevocably releases and forever discharges Eagle County, all current and former parents, subsidiaries, related companies, partnerships, joint ventures, or other affiliates, and, with respect to each of them, their predecessors and successors, and with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, and any other persons acting by, through, under or in concert with any of the persons or entities listed herein, and their successors (the "Eagle County Released Parties"), from any and all manner and causes of action, liabilities, suits, debts, sums of money, obligations, covenants and agreements, claims and demands of any kind whatsoever in law or equity, which SBS may now have, ever had or which it hereafter may have 1 ,'. ..; against any of the Eagle County Released Parties upon any cause from time immemorial to the end of time, in any way arising out of, relating to or resulting from the Contract or the services performed thereunder. 4. In consideration of the mutual release described in paragraph 4, Eagle County hereby irrevocably releases and forever discharges SBS, all current and former parents, subsidiaries, related companies, partnerships, joint ventures, or other affiliates, and, with respect to each of them, their predecessors and successors, and with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, and any other persons acting by, through, under or in concert with any of the persons or entities listed herein, and their successors (the "SBS Released Parties"), from any and all manner and causes of action, liabilities, suits, debts, sums of money, obligations, covenants and agreements, claims and demands of any kind whatsoever in law or equity, which Eagle County may now have, ever had or which it hereafter may have against any of the SBS Released Parties upon any cause from time immemorial to the end of time, iIi any way arising out of, relating to or resulting from the Contract or the services performed thereunder. 5. Each party to this Agreement warrants and represents that he, she or it has not heretofore voluntarily, by operation of law or otherwise, assigned, transferred or conveyed or purported to assign, transfer or convey to any person or entity any claim, demand, debt, liability, obligation, account, cost, expense, lien, patent, license, contract, action or cause of action whatsoever as involving each other, and that all such matters are now paid and compromised and settled in full. 6. This Agreement shall be binding and inure to the benefit of each of the parties, their respective heirs, assigns, successors-in-interest and representatives. 7. This Agreement contains the entire agreement between SBS and Eagle County, and it completely supersedes any prior written or oral agreements or representations concerning the subject matter hereof. Any oral representation or modification concerning this Agreement shall be of no force or effect. This Agreement may not be modified, altered or terminated except upon the express prior written consent of Eagle County and SBS. Any questions concerning the validity, interpretation, construction or performance of this Agreement shall be governed by the laws of the State of Colorado, without regard to conflict of law principles. 8. This Agreement has been jointly negotiated by the parties hereto. The language of this Agreement shall be construed as a whole according to its fair meaning, to give effect to the broadest meaning and interpretation of the law possible, it being the parties' mutual intent to release each other as set forth herein and not to be interpreted narrowly and that this Agreement is an accord and satisfaction and full release of each of the parties hereto. 2 ,0' 9. In the event that any court proceeding is brought under or in connection with this Agreement, the prevailing party or parties shall be entitled to recover from the losing party or parties all costs, expenses and reasonable attorney's fees incidental to any such proceedings. 10. By signing below, each party represents and warrants that person signing below has authority, as a representative of the party to enter into this agreement and that the agreement shall be binding upon the party, its administrators, representatives, successors and assigns, its officers, directors, employees and shareholders, and their respective heirs, administrators, successors and assigns and any corporation, partnership or other entity affiliated with the party and their respective administrators, representatives, successors and assigns. 11. This Agreement may be executed in separate counterparts and by facsimile, which shall become effective when such separate counterparts have been signed and exchanged by facsimile between all of the parties. Facsimile signature shall be binding on each party to the same extent as if such facsimile signature were a written original signature. IN WITNESS WHEREOF, the parties have each executed this Agreement on the day and year first above written. Siemens Business Services, Inc.: 4/7 BY:/6/'4~fL- Name: $. .f;:dl- ~6'1e.- Title: C fd County of Eagle, Colorado: By. ~ Name: D Btc. -:r: ~'E12. Title: ~5~=r. Co\JN'T"r' A-rro~E'( 3