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MUTUAL SETTLEMENT AND RELEASE This Mutual Settlement and Release is entered into this c2 9 ay of September, 2000 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as "CITY") and Shahab Mesbah and Hilary Mesbah, individually and doing business as Meteor Labs (hereinafter referred to as "CONSULTANT'). L WHEREAS, CITY and CONSULTANT entered into Agreement For Professional Consulting Services dated January 19, 1999 attached hereto as Exhibit the same as if fully transcribed and copied herein (hereinafter referred to as "AGREEMENT"); and WHEREAS, the purposes of AGREEMENT were to engage CONSULTANT in year 2000 (Y2K) readiness; maintenance, oversight and development of CITY'S data management, computer and telecommunications services; planning for technology implementation; and other duties related to CITY'S Information Technology System, all as more fully described in AGREEMENT; and WHEREAS, CONSULTANT performed services under AGREEMENT for a substantial period of time; and WHEREAS, CITY determined not to continue to utilize CONSULTANT'S services under AGREEMENT and terminated AGREEMENT effective June 28, 2000; and WHEREAS, CITY and CONSULTANT are willing to compromise and settle all potential and actual claims, counterclaims, and lawsuits related to AGREEMENT and services performed thereunder; and WHEREAS, CITY and CONSULTANT, subject to the conditions contained herein, agree that CONSULTANT'S services under AGREEMENT are no longer necessary and shall not continue. IL NOW WHEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS RECITED HEREIN: A CITY agrees as follows: 1. CITY agrees to pay CONSULTANT a full and final amount of Thirteen Thousand Five Hundred Dollars ($13,500) which amount is due and payable on the date of the execution of this Mutual Settlement and Release. MUTUAL SETTLEMENT AND RELEASE SHAHAB & HILARY MESBAH dba METEOR LABS Page 1 of 4 2000-58 ---PAGE BREAK--- 2. CITY agrees to return any and all equipment, hardware, software, computers, cables, monitors, keyboards, surge protectors, tools, manuals, licenses, and the like which are the property of CONSULTANT on or prior to the execution of this Mutual Settlement and Release. 3. CITY does hereby release, acquit and forever discharge CONSULTANT, its agents, servants, employees, officers, directors, representatives, attorneys, heirs, partners, and successors in interest, whether named herein or not, all and each of them, of and from any and all actions, causes of actions, claims and demands, damages, costs, loss of services, expenses and compensation on account of or in any way growing out of any and all known and unknown actions or failures to act, negligence, breaches of contract, and/or omissions related to Agreement For Professional Consulting Services and/or services performed by CONSULTANT thereunder. 4. This Mutual Settlement and Release by CITY specifically includes claims and/or causes of action related to information technology services performed by CONSULTANT for CITY related to Agreement For Professional Consulting Services between CITY and Shahab Mesbah and Hilary Mesbah, dba Meteor Labs, entered into January 19, 1999. B. CONSULTANT agrees to: 1. CONSULTANT agrees to return any and all equipment, hardware, software, computers, cables, monitors, keyboards, surge protectors, tools, manuals, licenses, and the like which are the property of CITY on or prior to the execution of this Mutual Settlement and Release. 2. CONSULTANT does hereby release, acquit and forever discharge CITY, its agents, servants, employees, officers, directors, representatives, attorneys, heirs, partners, and successors in interest, whether named herein or not, all and each of them, of and from any and all actions, causes of actions, claims and demands, damages, costs, loss of services, expenses and compensation on account of or in any way growing out of any and all known and unknown actions or failures to act, negligence, breaches of contract, and/or omissions related to Agreement For Professional Consulting Services and/or services performed by CONSULTANT thereunder. 3. This Mutual Settlement and Release by CONSULTANT specifically includes claims and/or causes of action related to information technology services MUTUAL SETILEMENT AND RELEASE SHAHAB & HILARY MESBAH dba METEOR LABS Page 2 of 4 ---PAGE BREAK--- performed by CONSULTANT for CITY related to Agreement For Professional Consulting Services between CITY and Shahab Mesbah and Hilary Mesbah, dba Meteor Labs, entered into January 19, 1999. 4. This Mutual Settlement and Release by CONSULTANT specifically includes any claims and/or causes of action which are related to services performed by CONSULTANT for CITY associated with or related to information technology systems and/or information systems of CITY. III. Each of the undersigned parties acknowledges that it has read this entire Mutual Settlement and Release document and that each party understands it, and that each party has had the benefit of seeking legal and/or other counsel prior to the execution thereof; and that each party agrees to all of the contents and all of the obligations herein and agrees to be bound and is, in fact, bound by them. Furthermore, each party acknowledges that this Mutual Settlement and Release is binding upon all such parties, agents, servants, employees, officers, directors, representatives, attorneys, heirs, partners and successors in interest in perpetuity. WITNESS MY HAND this/ 4f"' day of September, 2000. City of Moscow Meteor Labs Shahab Mesbah · dividually and at;9-/ MUTUAL SETTLEMENT AND RELEASE SHAHAB & HILARY MESBAH dba METEOR LABS Page 3 of 4 ---PAGE BREAK--- STATE OF IDAHO COUNTY OF ) ) P.i35 ACKNOWLEDGMENT On thiSL day of September, 2000, before me. the unders!Qned, a Notary Public in and tor the State of Idaho, personally appeared Shahab Mesbah. 1\nOW'l to me to be the perso•1 whose name is suĨ to !he foregoing instrument, wno, after belt\g by me duly swam. on oatil stated that he has read the above and forago•ng Mutual Sett..now\edged to me the same for the purposes and COn$< o mY oft•oal seal tne oav and 1ear heremaatlve ,.tiM. "'ĦY e - . - ! . \ PIJ$1.\C. : ¨ . . _ oi:·bQc,,, 111111;\\ ACKNOWLEDGMENT STATE OF IDAHO ) C/.1 fi COUNTY OF O On th•& .:1"1-lj,. oay of Septemt>e<. ;;:ooo. before me. tr>e undersigned. a Notary f'ubilc In and for tne State at Idaho. pers.:mally appeared Hhary Mesban. known to me to be thtl persor wttose name is subscribeo to the foregoing who, after being by m" duly sworn. on Ofllh stated that sne hes re•aa me al>OVe and foregoing Mutual Settlement ana Reloeaa and hali ilt;,""cutet! the same for the purposes and cons.deratY.:>n tnerem axpre;sed legally authortzed representaĩve or Meteor Labħ. ' . . . . • . . , IN WI"'NESdeI:fAi,l)agf1;J.mto set my and affr Ɩ my offida1 seal the day ao:i year heo.retribove wAWrf_© Y 4 c . - . , . MUTUAL SeTTLEMENT A!\10 RElEASE SHAHAS & Kli AAY MESI'lAH dba ME'TEOFII.AI'lS ---PAGE BREAK--- STATE OF IDAHO COUNTY OF '({ccJ ) ) ss. ) ACKNOWLEDGMENT On this day of September, 2000, before me, the undersigned, a Notary Public in and for the State of Idaho, personally appeared Shahab Mesbah, known to me to be the person whose name is subscribed to the foregoing instrument, who, after being by me duly sworn, on oath stated that he has read the above and foregoing Mutual Settlement and Release and has acknowledged to me {ttl'f'fl'f'fecuted the same for the purposes and cons1derat1on therem expressed 1nd1v1UhK IdM}RJ.rt''1l,.nd legally authonzed representative of Meteor Labs IN ,have.¥~to set my and aff1x d my off1c1al seal the day and year heremave c - - . . - . V PUBLiC j IS'ĥ·. . . . . 0 oi=' IJI \ ill Ill\ ACKNOWLEDGMENT STATE OF IDAHO ) V.l D l ss. COUNTY OF Oka;rv--- ) On this .:rr4- day of September, 2000, before me, the undersigned, a Notary Public in and for the State of Idaho, personally appeared Hilary Mesbah, known to me to be the person whose name is subscribed to the foregoing instrument, who, after being by me duly sworn, on oath stated that she has read the above and foregoing Mutual Settlement and Release and has acknowledged to ml\ahf1(Xecuted the same for the purposes and consideration !herem expressed lndl'(i(II)Niljl.<;lnAI!i!.Jt'},!<&§,.and legally authonzed representative of Meteor Labs • • • • • • . • Ĥ IN WITNESTe8!;Q¥AI.havJInto set my and aff1 e my off1c1al seal the day and year heretHove wfltrf: Ry c City Attorney . - Bliss 0. Bignall, Jr. Attorney for Meteor Labs MUTUAL SETILEMENT AND RELEASE SHAHAB & HILARY MESBAH dba METEOR LABS Page 4 of 4 ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT, dated this 19th day of January, 1999, by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho (hereinafter referred to as "City"), and Shahab and Hilary Mesbah, dba Meteor Labs (hereinafter referred to as "Consultant"): WHEREAS, City has determined it to be in the best interests of the citizens of the City of Moscow, that a consultant be employed for the purposes of information technology consulting; and WHEREAS, Consultant has shown it has the skill, experience, and resources to provide professional information technology consulting services commensurate to City's need; and WHEREAS, City d.;:sires to engage Consultant to perform such services; and WHEREAS, it is deemed to be in the best interests of City to enter into an Agreement with Consultant as hereinafter provided; NOW, THEREFORE, City and Consultant, in consideration of the mutual covenants and stipulations set out herein, do hereby agree as follows: ARTICLE I. EMPLOYMENT OF CONSULTANT The City agrees to engage Consultant, and Consultant agrees to provide the following services to the City: A. Year 2000 (Y2K) Readiness Consultant will assist City staff in the following activities, assuming a lead role where directed: 1. facilitate awareness of the Y2K problem; 2. inventory for all potential Y2K compliance problems; 3. prioritize City's risk from instances of non-compliance; 4. test and validate compliance; 5. develop and direct execution of a plan for the disposition of all identified areas of non-compliance in City systems including, but not limited to; software, firmware, hardware, and embedded systems; 6. develop a contingency plan for critical potential failures. B. Maintenance, Oversight and Development AGREEMENT FOR CONSULTING SERVICES EXHIBIT A Page 1 of 6 Page I 99-04 ---PAGE BREAK--- Under direction of the City, through a City designated liaison, Consultant will oversee, develop, and provide repair and maintenance in data management, computer and telecom munication services for all City departments. Consultant will also provide training in computer applications where requested, and will coordinate training for City personnel. C. Plan for Technology Implementation Consultant will assist the City's Information Technologies (IT) Team as requested in developing a plan for implementation of information technologies, including but not limited to software site licensing, appropriate resource allocation, and Local Area Network ( LA N) and Wide Area Network (WAN) development. D. Other duties relating to IT systems may include review and assessment of prospective resource acquisition. ARTICLE II. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Consultant and City by the terms of this Agreement. It is understood by the parties hereto that Consultant is an independent contractor and as such neither it nor its employees, if any, is an employee of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE III. CONSULTANT'S INSURANCE Consultant warrants that it has obtained, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least Five Hundred Thousand Dollars ($500,000.00). ARTICLE IV. LIAISON City's designated liaison with the Consultant is Gib Myers, Assistant City Supervisor I City Clerk, or such other person designated by City. All communications between the parties, unless otherwise authorized in writing, shall be through City's designated liaison. ARTICLE V. TERM OF CONTRACT Consultant shall begin work on the Project on January 22, 1999, and shall continue until midnight September 30, 1999. This Agreement may be extended by mutual agreement of the parties for one additional term beginning October 1, 1999 and ending at midnight September 30, 2000. AGREEMENT FOR CONSULTING SERVICES Page 2 EXHIBIT A Page 2 of 6 ---PAGE BREAK--- ARTICLE VI. SCOPE OF SERVICES Consultant shall perform all services required herein. This Agreement and the scope of services may be amended only by change order. ARTICLE VII. COMPENSATION For services rendered by Consultant in satisfactory prosecution of the requirements of this Agreement, City shall pay Consultant a sum not to exceed THIRTY-SIX THOUSAN D DO L LARS ($36,000.00), payable in eight equal installments of FOUR THOUSAN D FIVE HUN DRE D DO L LARS ($4,500.00). The first installment shall be due on March 1, 1999. The remaining installments shall be due on the first of each month thereafter. Payment of each installment is contingent upon consultant's report to City of all work performed under this Agreement during the time period for which payment is sought. For purposes of determining compensation and installments under this Agreement, the parties agree that Consultant will perform services herein equivalent to forty (40) hours each week during the first term of this Agreement at the rate of twenty-five dollars ($25.00) per hour. All services by Consultant during the first term of this Agreement shall be performed at the rate of twenty-five dollars ($25.00) per hour for the full fourteen hundred (1,400) hours contemplated by this Agreement, for a total compensation of thirty-six thousand dollars ($36,000), before Consultant may be authorized by City to receive compensation in any greater amount. Should Consultant perform services during the first term of this Agreement equivalent to fourteen hundred (1,400) hours at the rate of twenty-five dollars ($25.00) per hour, additional consulting services may be authorized by City as needed. Any such additional services shall be compensated at the rate of thirty-five dollars ($35.00) per hour. If Consultant has not performed services up to the amount of fourteen hundred (1,400) hours prior to the expiration of the first term of this Agreement at midnight September 30, 1999, Consultant will continue to provide services at the request of the City without additional cost until the full fourteen hundred (1,400) hours of service have been provided by Consultant. ARTICLE XIII. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. Consultant may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of City. Any subcontractor or assignee properly authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. AGREEMENT FOR CONSULTING SERV1CES Page 3 EXHIBIT A Page 3 of 6 ---PAGE BREAK--- ARTICLE IX. TERMINATION OF AGREEMENT This Agreement may be terminated as follows. If City determines that Consultant has failed to comply with the terms and conditions of the Agreement, City may terminate this Agreement in whole or in part at any time before the date of completion. If Consultant fails to comply with any of the terms and conditions of this Agreement, City may give notice, in writing, to Consultant of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, City may, with no further notice, declare this Agreement to be terminated. Consultant will thereafter be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by City by reason of Consultant's failure to comply with this Agreement. ARTICLE X. ADHERENCE TO LAW REQUffiED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by Consultant shall be deemed material and shall subject Consultant to termination of this Agreement for cause. This Agreement may be terminated by either party upon sixty (60) days prior written notice. ARTICLE XI. REPORTS AND INFORMATION Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement (including the reports of work performed for each installment period required by Article VII herein) and such other records as may be deemed necessary by City to assure proper accounting for all project funds. These records shall be made available upon demand to the City or its authorized agents or representatives for audit purposes and will be retained for three years after the expiration of this Agreement. ARTICLE XII. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Count of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XIII. INDEMNIFICATION Consultant waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Consultant's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, Consultant AGREEMENT FOR CONSULTING SERVICES Page4 EXHIBIT A Page l; of 6 ---PAGE BREAK--- shall indemnify, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Consultant's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. ARTICLE IX. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. I N WITNESS WHEREOF, said Consultant and City have caused this Agreement to be executed on the day and year first above written. CONSU LTANT: CITY: METEOR LABS CITY OF MOSCOW By: Shahab Mesbah EXHIBIT A Page 5 ---PAGE BREAK--- STATE OF I DAHO ) ) ss COUNTY OF LATAH) ACKNOW LE DGMENT On this 22nd day of January , 1999, before me a Notary Public in and for said State, personally appeared Shahab Mesbah dba Meteor Labs, and as its duly authorized agent known to me to be the person described in the above document and acknowledged to me that (s)he ecuted the same. otary Public residing My commission expires_::_:_a_.s;e=:_'- STATE OF I DAHO ) ) ss COUNTY OF LATAH) On this ,;LJ- ay of J arw / State, personally appeared Hilaryģ sbah authorized agent known to me to be the person , 1999, before me a Notary Public in and for said acknowledged to me that (s e cuted the same. dba Meteor Labs, and as its duly described in the above document and Notary Public residing My commission expires. AGREEMENT FOR CONSULTING SERVICES Page6 EXHIBIT A Page 6 of 6