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10920090.2 - 359329 - 0154 2 <br />proceeding are not justified considering the amounts in dispute; the arbitration should be <br />dismissed with prejudice; and the parties’ past, present, and future obligations regarding the <br />Marshland Property should be conclusively settled; and <br />NOW, THEREFORE, the City and the Districts (each, a "Party" and, collectively, the <br />"Parties") enter into this settlement agreement ("Settlement Agreement"), and, intending to be <br />bound thereby, make the following promises, which are acknowledged by the Parties as mutual <br />and adequate consideration: <br />AGREEMENT <br />1. Incorporation of Recitals. The Recitals are incorporated by reference into this <br />Settlement Agreement. <br />2. Settlement. <br />a. The Parties hereby dismiss the pending Marshland Property arbitration <br />proceeding with prejudice, and will take any necessary steps with the <br />arbitration panel for such dismissal. To effectuate the dismissal with <br />prejudice, the Parties shall submit a letter signed by each Party notifying the <br />selected arbitrators that the matter is dismissed with prejudice, with the City <br />and the Districts responsible for their own costs, including costs incurred by <br />their respective arbitrators and attorney fees. <br />b. The City will retain the “Amounts Paid under Protest by the Districts” as <br />shown in the table in the recitals above. <br />c. The Districts have no past, present or future obligations to the City regarding <br />the Marshland Property. (For clarification, the Districts agree that the costs <br />of biosolids disposal will continue to be part of maintenance and operations <br />charges paid by the Districts regardless of whether biosolids are applied to <br />the Marshland Property or to another agricultural property.) <br />d. The City has no past, present or future obligations to the Districts regarding <br />the Marshland Property. <br />3. Public Records Requests. Each Party agrees that any public records request it <br />has submitted to any other Party to this Settlement Agreement regarding the subject matter of <br />this Settlement Agreement is withdrawn, and the Parties agree that no legal action will be <br />taken related to any such public records request. <br />4. No Admission of Fault. No Party admits any breach, fault, or liability of any kind, <br />and no Party waives or concedes any claim or defense, relating to or arising out of the Contracts <br />or otherwise related to the dispute described above. <br />5. Authority. Each Party represents that this Settlement Agreement has been duly <br />and validly authorized, executed and delivered by such Party and no other action is requisite to <br />the valid and binding execution, delivery and performance of this Settlement Agreement by <br />such Party. <br />6. Counterparts. This Settlement Agreement may be executed in counterparts, all