Radiodetection Ltd - Settlement Agreement and Mutual Release NI
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS
("Agreement") is entered into by and between the City of Tigard,an Oregon municipality +
(`Tigard"),and Pearpoint,Inc.,n/Va Radiodeteetion Ltd.,an SPX Company("Pearpoint")
(referred to collectively herein as the"Settling Parties").
RECITALS
WHEREAS, on June 15,2006,Tigard entered into a Purchase Agreement (the
"Contract")for the purchase of a color video pipeline inspection system van("van").and
WHEREAS,a dispute arose between Tigard and Pearpoint regarding the van;and
WHEREAS.Tigard initiated an arbitration action against Pearpoint pursuant to the terms
of the Contract with the Arbitration Service of Portland,known as Cin,of Tigard v. Pearpoint,
Inc.,ASP No. 080926-1;and
WHEREAS,Tigard and Pearpoint desire to resolve all currently-existing issues related
to the van and to end the pending arbitration.
AGREEMENT
NOW THEREFORE,in consideration of the terms,covenants,and conditions set forth
in this Agreement, the Settling Parties mutually agree as follows:
I. Pearpoint agrees to do each and all of the following:
a) Promptly pay to Tigard the sum of three thousand and no/100 Dollars
(53,000.00). The check should be made payable to: Jordan Schrader. Ramis, LLC Client Trust
Account.
b) Arrange and pay for transportation of the van to its facility in California
for inspection and repair of the van and,once the repairs have been completed.pay for the air
transportation of two Tigard employees to accompany the van to Pearpoint's facility in
California so that they may evaluate and approve repairs.
c) . Make all repairs and modifications necessary to make the van fully and
satisfactorily operational,including but not limited to:
• Inspecting and resecuring all wiring behind interior control room for
electrical,low voltage,video distribution and computer cabling.
• Inspecting all connectors and replacing all that have been worn andior
damaged due to multiple reconnections.
50"14_,Wq.1x11 1521112 3.da50RV'!it'00,
• Inspecting all connector receptacles for worn items and replacing if
necessary.
• Identifying wiring by cable tied identification labels where needed.
• Inspecting and re-securin.g all pieces of equipment attached to walls by
more secure means and replacing"taped"connectors with secured
housirie/-fasteners/connectors.
• Inspecting wiring accessibility and determining il'additional access is
required and installing such access if deemed necessary.
• Provide a new camera(replacement part numbers fIC4949701-1
[CAMERA MODULE FLV-EX NTSC], HC4947601-1 494 [NTSC
Large Zoom Head],and H14200601-1 [LIGHTHEAD 110/80W FOR
P420])at no cost to Tigard,and refurbish the originally delivered
camera and return it to Tigard for Tigard's use at no charge to Tigard.
d) Pearpoint will provide training on the proper use of the van and the
equipment at Tigard's facilities at no cost to Tigard. The training will take place at mutual
agreed times within thirty(30)days of the return of the van to Tigard.
e) Upon Tigard's acceptance of the repaired van in Tigard(the"Acceptance
Date"),which acceptance shall not be unreasonably withheld, Pearpoint.'%original warranty
relating to the van(as shown in Exhibit A attached hereto)shall be fully reinstated and shall run
for a period of one year from the Acceptance Date.
f) All performance questions Tigard may have relating to the van after the
Acceptance Date will be directed to David Hurley,Operations Director, Radiodetection, Bristol,
IK,+44 117 988 6397,david,hLirley@radiodetection.spx.com.
g) Acceptance of the van by Tigard will constitute a release by Tigard of all
claims it may have had against Pearpoint relating to the van arising out of any events,acts. or
omissions that occurred before the Acceptance Date, and Tigard will promptly after the
acceptance dismiss with prejudice the pending arbitration. The release shall include and inure to
the benefit of Pearpoint and its heirs,successors,assigns,administrators,agents, shareholders,
directors,officers,members.
,partners,employees,affiliates, subsidiaries,parent and associated
companies, insurers and attorneys. Notwithstanding any other provision of this Agreement,the
release will not discharge any obligations or liabilities of Pearpoint for warranty claims during
the year after the Acceptance Date or for any other acts or omissions of Pearpoint after the
Acceptance Date.
2. Pearpoint's Release of Tigard. Pearpoint hereby releases`Tigard from and
against any and all liability,accountability or responsibility tbr any damage,loss or injury arising
out of,relating to the van prior to the Acceptance Date. This release shall include and inure to
the benefit of Tigard and its heirs,successors, assigns,administrators, agents, employees,
affiliates,insurers,and attorneys.
3. No Third-Party Beneficiaries. The Settling; Parties intend that there be no
third-party beneficiaries to this Agreement.
4. Attorney Fees and other Costs and Expenses. The Settling Parties are each
responsible for their own costs and attorney fees incurred relating to the dispute about the van up
to and including the Acceptance Date. However, in the event of a dispute arising out of or t
relating to this Agreement, including any dispute in the nature of declaratory.judgment or for
rescission,or in any proceeding to enforce this Agreement or to seek damages for breach of this
Agreement,the prevailing party shall be entitled to ata award of its reasonable attorney fees and
other costs and expenses incurred with regard to the dispute. The parties agree that any such
dispute will be arbitrated in Oregon by a single arbitrator pursuant to Oregon statutes,and they
agree that if they are unable to agree upon a arbitrator, they will accept such arbitrator as is
appointed by the presiding judge of Multnomah County,Oregon.
5. Understanding of Terms. The Settling Parties agree that they have read and
understood and voluntarily accept the terms of this Agreement and that they have respectively
sought and obtained the advice of legal counsel before executing this Agreement.
6. Additional Documentation;Time of the Essence. Each of the Settling Parties
agrees that it will execute any other documents that become reasonably necessary to effectuate
this Agreement,and further agrees that time is of the essence in executing this Agreement.
7. No Admission. The Settling Parties agree that nothing in this Agreement shall in
any way constitute an admission of fault, liability or responsibility under any theory whatsoever .
on the part of the Settling Parties.
8. Integration. The terms and conditions contained in this Agreement and the
original sales agreement between the Settling Parties as to the van constitute the Settling Parties'
entire understanding concerning the subject matter of this Agreement. Such terms and
conditions supersede all prior and/or contemporaneous oral ander written representations,
discussions,negotiations,statements, promises,understandings, and agreements concerning such
subject matter.
9. Governing Law. This Agreement is written under rind shall be controlled by the
laws of the State of Oregon.
10. Venue. Any proceeding that arises out of or relates to this Agreement shall be
conducted in Multnomah County,Oregon.
11. Severability. If any provision of this Agreement is determined to be void,
invalid, illegal or otherwise unenforceable, such provision shall be stricken and all remaining
provisions shall be unaffected and shalt remain valid and fully enforceable unless the Settling
Parties agree,or an arbitrator determines,that it is impossible or unreasonable to enforce the
Agreement in light of the striking of the provision.
12. Construction of Agreement. The Settling Parties agree that they are equally and
mutually the drafters of this Agreement and they agree not to assert otherwise if any dispute
arises about this Agreement.
J!h):J-iR?9?.01131!21+_3.,hh+."URF•'_;l3ItRN
i
13. Signature Authority. Each of the Settling Parties and the individual signatories
executing this Agreement represent and warrant that they have full authority to execute this
Agreement in the capacity indicated at the respective signature line.
14. Counterparts. This Agreement may be executed in counterparts. A copy of the
Agreement having a facsimile or scanned signature shall be enforceable as if it had an original
signature.
WIiEREFORE,the Settling Parties agree to all the ternis and conditions of this
Agreement by signing in their respective locations below. t
City of Tigard, a Municipal Corporation Pearpoint, Inc., n/k/a Radiodetection Ltd.,
an SAX Company
Bv. By:
Name: Name:
Its: Its: P-Ajk j ratkYA eft---15'
DATED: 23 . 2009. DA'T'ED: Ick VE6A->W . 2009.
sm,t�.�ssv�.rs:[sa[sz 3.J�lDRF_1?:'06i