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SETTLEMENT AND RELEASE <br /> This Settlement and Release Agreement ("Agreement") is entered into by and between <br /> the City of Everett and Systems Design West (collectively "Parties") to set forth the terms and <br /> conditions of their agreement. <br /> WHEREAS,the Parties were parties to a billing services agreement dated March 28, <br /> 2005, ("Billing Services Agreement"); <br /> WHEREAS, it has come to the Parties'attention that certain bills for Advanced <br /> Life Support ambulance services provided by the City of Everett during the time period <br /> January 1,2010—May 31,2016 and covered by the Billing Services Agreement have <br /> been the subject of an inquiry conducted by the State of Washington(Billing Issues); <br /> WHEREAS the Parties desire to resolve any dispute that may arise regarding their <br /> respective liabilities concerning the Billing Issues and their obligations under the Billing <br /> Services Agreement. <br /> NOW THEREFORE, in exchange for the mutual consideration described herein,the <br /> sufficiency of which is hereby acknowledged,the Parties agree as follows: <br /> 1. Settlement Payment. Systems Design West agrees to pay the City of Everett <br /> the total sum of twenty-five thousand dollars($25,000)(the"Settlement <br /> Payment"). The Settlement Payment shall be made by a check payable to the <br /> City of Everett and directed to 2930 Wetmore Ave., 10-C,Everett,WA 98201. <br /> Systems Design West will make the Settlement Payment within seven(7) <br /> business days of the latest signature on this Settlement and Release. <br /> 2. Non-Admission of Liability. This Settlement Agreement does not constitute an <br /> admission by either Party that either Party has violated any law,rule,regulation, <br /> contractual right or any other duty or obligation. This Agreement is non- <br /> precedential and nothing herein may be used against either party in any legal <br /> proceeding except in a legal proceeding to enforce its terms and provisions. The <br /> Settlement Payment set forth in this Agreement is not,and shall not be <br /> characterized by either of the Parties as,a contribution to any settlement the City <br /> of Everett has entered into or may enter into with any federal or state <br /> governmental authority. <br /> 3. Release. In exchange for the consideration provided by Systems Design West, <br /> the City of Everett forever releases and discharges Systems Design West,and its <br /> successors,assigns, and affiliates,from any and all claims,actions,causes of <br /> action,rights,or damages including costs and attorneys' fees("Claims")related <br /> to the Billing Issues which the City of Everett may have, known,unknown, or <br /> later discovered which arose prior to the date that Systems Design West signs <br /> this Agreement. <br /> 4. Entire Agreement. This Agreement constitutes the entire agreement of the <br /> parties with respect to the matters covered in this Agreement and supersedes any <br /> previous agreements,whether written or oral. <br /> [SIGNATURES TO FOLLOW ON NEXT PAGE] <br /> 4834-5314-0307v.3 0106902-000001 <br />