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14
City of Pleasanton
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CITY CLERK
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2010
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100510
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9/29/2010 2:46:54 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
10/5/2010
DESTRUCT DATE
15Y
DOCUMENT NO
14
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14.7 Additional Documents and Good Faith Cooperation. All Parties agree to <br /> cooperate fully in good faith and execute any and all supplementary <br /> documents and to take all additional actions which may be necessary or <br /> appropriate to give full force and effect to the terms and intent of this <br /> Settlement Agreement. <br /> 14.8 No Inducement. The Parties acknowledge, warrant and represent that no <br /> promises, inducements or agreements not expressly contained herein have <br /> been made to enter into this Settlement Agreement and that this Settlement <br /> Agreement, including all Releases herein, constitute the entire agreement <br /> between the Parties, are contractual and binding and are not merely <br /> recitals. <br /> 14.9 Advice of Counsel, Each Party warrants and represents that prior to <br /> executing this Settlement Agreement, said Party has relied upon the advice <br /> of legal counsel of said Party's choice. The Settlement Agreement, its text <br /> and other consequences and risks have been completely explained to the <br /> Parties by their respective counsel and the Parties warrant and represent <br /> that they understand and accept the terms of this Settlement Agreement <br /> and intend, by their signatures, to enter into and be bound hereby. <br /> 14.10 Authority of Signatories. The Parties covenant that they possess the <br /> necessary capacity and authority to sign and enter into this Settlement <br /> Agreement. <br /> 14.11 Tax Treatment and Consequences. Plaintiffs understand and agree that the <br /> City is neither providing tax or legal advice, nor making representations <br /> regarding tax obligations or consequences, if any, related to this <br /> Settlement Agreement. Plaintiffs further agree that they will not seek any <br /> indemnification from the City for any tax obligations or consequences that <br /> may arise from this Settlement Agreement. Plaintiffs agree that in the <br /> event that any taxing body determines that additional taxes are due from <br /> them, Plaintiffs and Intervenor acknowledge and assume all responsibility <br /> for the payment of any such taxes and agrees to indemnify, defend and <br /> hold the City harmless for the payment of such taxes, and any failure to <br /> withhold. Plaintiffs further agree to pay, on the City's behalf, any interest <br /> or penalties imposed as a consequence of such tax obligations, and to pay <br /> any judgments, penalties, taxes, costs and attorneys' fees incurred by the <br /> City as a consequence of Plaintiffs' failure to pay any taxes due. <br /> 14.12 No Waiver. The failure of the Parties, or either of them, to insist upon <br /> strict adherence to any term of this Settlement Agreement on any occasion <br /> shall not be considered a waiver thereof, or deprive that party of the right <br /> thereafter to insist upon strict adherence to that term or any other term of <br /> this Settlement Agreement. <br /> Settlement Agreement and Covenant Not to Sue - Page 13 of15 <br /> 2506199.1 <br />
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