CONTRACT 2934 E Other CLOSEDJ 9 3 4&. .
RELEASE OF LIABILITY AND TERMINATION OF AGREEMENT
THIS RELEASE OF LIABILITY AND TERMINATION OF AGREEMENT
( "Release ") is made by and between the City of El Segundo, a municipal corporation
( "City ") and MAXIMUS, Inc., a company incorporated under the laws of the
Commonwealth of Virginia and its wholly -owned subsidiaries (collectively
"MAXIMUS ") as of this 19th day of February, 2010. City and MAXIMUS will be
referred to individually and collectively as the ( "Party" or "Parties "). The Parties agree
as follows:
1. RECITALS. This Release is made with reference to the following facts and
circumstances, which are incorporated herein by reference:
A. City and MAXIMUS entered into an agreement to perform SB -90 services
for the Client, dated October 1, 2001 ( "Agreement");
B. City and MAXIMUS desire to terminate any scope of work related to the
Agreement;
C. City and MAXIMUS wish to mutually release each other of any liability
arising from the Agreement;
2. TERMINATION. The Agreement is terminated effective October 7, 2009.
3. RELEASE. The Parties remise, release, and forever discharge each other and
their successors, assigns, principles, officers, employees, contractors, subsidiaries, and
affiliates from all actions, causes of action, claims and demands whatsoever, whether or
not well founded in fact or in law, from all suits, debts, dues, sums of money, accounts,
reckonings, notes (or bonds), bills, specialties, covenants, contracts, controversies,
agreements, promises, trespasses, damages, judgments, executions, claims and demands
whatsoever, at law or in equity, arising directly or indirectly out of the Agreement, which
either Party has, had or now has or that any successor, assigns, principles, officers,
employees, constituents, representatives, subsidiaries or affiliates may have or had
against the other Party. The work to be performed beginning with Amendment 5 and any
future Amendments under the Agreements will remain unaffected by this Release.
As to the Release, the Parties acknowledge that they have read and understand California
Civil Code § 1542, which states:
"A general release does not extend to the claims which a creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him, must have
materially affected his settlement with the debtor."
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The Parties agree that full payment of the Refund Amount, as defined in Section 5 below,
in this Release must act as a complete and total release of all future claims which may
arise out of the Agreement, whether such claims are currently known or unknown,
foreseen or unforeseen, contingent or absolute; and as to the Release, the Parties
intentionally and specifically waive any rights they may have under the provisions of
Civil Code § 1542, as well as under any other statutes or common law principles of
similar effect, and each Party assumes full responsibility for such injuries, damages,
losses or liabilities that any of them may hereafter incur with respect to the Release.
4. CA PENAL CODE ACKNOWLEDGEMENT. It is understood and agreed
that this settlement is the compromise of a doubtful and disputed claim, and that the
payment made is not to be construed as an admission of liability on the part of the party
or parties hereby released, and that said released parties deny liability therefore and
intend merely to avoid litigation and buy their peace.
Penal Code § 72 provides that any person who, with intent to defraud, presents for
payment to any city any false or fraudulent claim or writing is punishable either by
imprisonment in the county jail for a period of not more than one (1) year, by a fine not
exceeding $1,000, or by both such imprisonment and fine, or by imprisonment in the
state prison, by a fine not exceeding $10,000, or by both such imprisonment or fine.
5. PAYMENT OF REFUND AMOUNT. Below, is a list of the reimbursement
claims filed by MAXIMUMS for the 2007/2008 Claim Year on behalf of City with the
State of California ( "State ") using the ten percent (10 %) indirect cost rate allowed by the
State Controller.
City of El Segundo
Late Penalties FY 07 -08
Mandate
Absentee Ballots
Administrative License Suspension
Animal Adoption
Domestic Violence Arrest Policies and Standards
Peace Officers Procedural Bill of Rights
Claim Year Claim Amount Penalty
2007/2008
$18,342
$1,834.20
2007/2008
$5,589
$558.90
2007/2008
$10,190
$1,019.00
2007/2008
$1,392
$139.20
2007/2008
$2,712
$271.20
TOTAL
$38,225
$3,822.50
In consideration of extinguishing all of MAXIMUS' obligations to City, the Parties agree
that MAXIMUS will refund to City the amount of THREE THOUSAND EIGHT
HUNDRED AND TWENTY -TWO AND 50 /100 DOLLARS ($3,822.50) ( "Refund
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Amount ") and that neither Party will have any further obligation to the other.
MAXIMUS agrees to process the Refund Amount to City within ten (10) days of
executing this Release.
6. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Release or by law to be served on or given
to either Party to this Release by the other Party will be in writing and will be deemed
served when personally delivered to the Party to whom they are directed, or in lieu of the
personal service, upon deposit in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, addressed to:
MAXIMUS at: MAXIMUS, Inc.
Attn: Frank Mirkow
11419 Sunset Hills Road
Reston, VA 20190
City at: City Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
Either Party may change its address for the purpose of this Section by giving written
notice of the change to the other Party.
7. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that
agreements ancillary to this Release and related documents to be entered into in
connection with this Release will be considered signed when the signature of a Party is
delivered by facsimile transmission. Such facsimile signature will be treated in all
respects as having the same effect as an original signature.
8. GOVERNING LAW. This Release has been made in and will be construed in
accordance with the laws of the State of California and exclusive venue for any action
involving this Release will be in Los Angeles County.
9. PARTIAL INVALIDITY. Should any provision of this Release be held by a
court of competent jurisdiction to be either invalid or unenforceable, the remaining
provisions of this Release will remain in effect, unimpaired by the holding.
10. INTEGRATION. This Release and its attachments constitute the final and sole
agreement between City and MAXIMUS respecting the matters above and correctly set
forth the obligations of City and MAXIMUS. Any previous agreement or representations
between the Parties not expressly set forth in this Release are void.
11. CONSTRUCTION. The language of each part of this Release will be construed
simply and according to its fair meaning, and this Release will never be construed either
for or against either party.
12. AUTHORITY /MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute this
Release and to engage in the actions described herein. This Release may be modified by
written amendment. City's city manager, or designee, may execute any such amendment
on behalf of City.
13. COUNTERPARTS. This Release may be executed in any number or
counterparts, each of which will be an original, but all of which together will constitute
one instrument executed on the same date.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this contract the
day and year first hereinabove written.
CITY OF EL SEGUNDO,
a municipal corporation
J$k W ayt
city Manager
ATTEST:
Cindy ofte6l,
City Clerk _
APPROVED AS
Mark D. HensIA
By: If r I`
1 H. Berger,
Assistant City)
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MAXIMUS, Inc.,
a Virginia corporation
Director of Contracts