SHALL PROVIDE TO THE CITY A CREDIT FOR FUTURE SERVICES OF THE
CITY'S CHOOSING, IN THE CITY'S SOLE DISCRETION, FROM AMONG THE SERVICES PROVIDED
BY WILLDAN TO ITS MUNICIPAL CLIENTS, AT WILLDAN'S THEN PREVAILING RATES, IN THE
AMOUNT OF EIGHTY-FIVE THOUSAND DOLLARS ($85,000).
THE CREDIT MAY BE EXERCISED
BY THE CITY AT ANY TIME AND IN ANY NUMBER OR COMBINATION OF TRANSACTIONS,
SUBJECT TO THE CITY PROVIDING COMMERCIALLY REASONABLE NOTICE TO WILLDAN AND TO
THE REASONABLE AVAILABILITY OF WILLDAN TO PROVIDE THE SERVICES.
THE CITY SHALL
EXHAUST THE CREDIT BY NOT LATER THAN DECEMBER 31, 2012.
1.3
DISMISSALS.
WITHIN FIVE (5) BUSINESS DAYS OF THE PAYMENT TO THE
CITY IDENTIFIED IN PARAGRAPH 1.1 ABOVE, COUNSEL FOR WILLDAN SHALL FILE WITH THE
COURT OF APPEAL A STIPULATION AND REQUEST FOR DISMISSAL OF APPEAL IN THE ACTION
AS AGAINST THE CITY ONLY (THE "STIPULATION").
THE STIPULATION SHALL PROVIDE
THAT THE CITY AND WILLDAN ARE TO BEAR THEIR OWN COSTS IN CONNECTION WITH THE
APPEAL.
THE APPEAL WILL NOT BE DISMISSED AS TO SHAWNAN.
IN THE EVENT THE COURT
OF APPEAL REFUSED TO ACCEPT THE STIPULATION AND THE DISMISSAL OF THE APPEAL AS
TO THE CITY ONLY, THIS AGREEMENT SHALL BE INVALID AND THE CITY SHALL RETURN THE
PAYMENT MADE UNDER PARAGRAPH 1.1 ABOVE TO WILLDAN WITHIN FIVE (5) BUSINESS DAYS
OF ANY SUCH RULING BY THE COURT OF APPEAL.
II.
RELEASES
2.1
MUTUAL RELEASE.
UPON DISMISSAL OF THE APPEAL AS AGAINST THE
CITY,
THE PARTIES, FOR THEMSELVES AND EACH OF THEIR RESPECTIVE PREDECESSORS,
SUCCESSORS AND ASSIGNS, HEREBY FULLY RELEASE AND FOREVER DISCHARGE THE OTHER AND
EACH OF THE OTHER PARTY'S RESPECTIVE, AS RELEVANT, SHAREHOLDERS, AFFILIATES,
BOARDS, DIRECTORS, COMMISSIONS, AGENCIES, OFFICERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, INSURERS AND ATTORNEYS FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, LIENS, JUDGMENTS, LOSSES, LIABILITIES, COSTS,
2
EXPENSES, AND ATTORNEYS' FEES, OF WHATEVER NATURE, PAST OR PRESENT OR FUTURE,
WHETHER IN LAW OR IN EQUITY, WHETHER UNDER STATE OR FEDERAL LAW, AND WHETHER
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED AND WHETHER ASSERTED OR NOT ASSERTED,
IN CONNECTION WITH OR RELATING TO THE ACTION, THE APPEAL AND THE LAWSUIT CLAIMS;
PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL RELEASE EITHER PARTY
FROM LIABILITY FOR FAILURE TO PERFORM THE TERMS, CONDITIONS, COVENANTS AND
PROMISES SET FORTH IN THIS AGREEMENT.
2.2
WAIVER OF CIVIL CODE §1542.
IT IS THE EXPRESS INTENTION OF THE
PARTIES IN EXECUTING THIS AGREEMENT THAT THIS AGREEMENT SHALL BE EFFECTIVE AS A
FULL AND FINAL ACCORD AND SATISFACTION AND RELEASE OF EACH OTHER FROM ANY AND
ALL OF THE LAWSUIT CLAIMS AND THE JUDGMENT ENTERED IN THE ACTION.
IN
FURTHERANCE OF THIS INTENTION, THE PARTIES ACKNOWLEDGE THAT THEY ARE FAMILIAR
WITH SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or