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i <br /> to such claims up to the amount the City receives from Qwest under this Agreement. <br /> Additionally, if any third party asserts claims against Qwest arising out of, or in <br /> connection with, the City's attempts to recover funds from such third party in connection <br /> with the Project, the City shall indemnify, hold harmless and defend Qwest with respect <br /> to such claims up to the amount the City receives from Qwest under this Agreement. <br /> 5. Full and Final Settlement: The parties hereby acknowledge that they fully understand the <br /> terms of this Agreement, that this document is a complete integration of the terms of the <br /> settlement, and that they have entered into this Agreement with the intention that it be a <br /> i full and final compromise and settlement of all claims which have been, or could ever be, <br /> asserted by the City against Qwest or by Qwest against the City arising out of, or in any <br /> ~ way related to, the Project. <br /> <br /> i <br /> <br /> i <br /> 6. Voluntary Ag eentent: Each Party represents and certifies that it has carefully read the <br /> provisions and effects of this Agreement; and has thoroughly discussed all aspects of ties <br /> Agreement with its respective legal counsel. Each Party further states it is voluntarily <br /> entering into this Agreement, and that no Party (including its agents, representatives or <br /> attorneys) has made any representations concerning the terms or effects of this <br /> Agreement other than those contained herein. <br /> 7. Representations and Warranties: The Parties represent and warrant that no other persons <br /> or entities have or have had any interest in the claims, demands, obligations, or causes of <br /> action referenced in this Agreement, and that the Parties have the sole right and exclusive <br /> authority to execute this Agreement. The Parties represent and warrant that they have the <br /> right and authority to agree to this settlement and have agreed to this settlement after <br /> careful consideration of its merits and after consultation with their attorneys. The Parties <br /> further represent and warrant that they have not sold, assigned, transferred, conveyed, or <br /> otherwise disposed of any of the claims, demands, obligations or causes of action <br /> referenced in this Agreement. The Parties and their attorneys represent and warrant that <br /> each Party is competent to agree to this settlement. Qwest represents that it does not <br /> know of and does not have information which would cause a reasonable person to believe <br /> that ODOT has asserted or is, contemplating asserting a claim against Qwest arising out of <br /> the Project. The City, its attorneys and signatory represent and warrant that the signatory <br /> executing this Agreement on behalf of the City has legal authority to execute this <br /> A~eernet <br /> t on ~eia.111~f the ::ity,. and o othervtnse legally find th;, City is the t:.rms arid. <br /> conditions set forth herein. The City, its attorneys, and the si ato a earin below <br /> gn rY pP g <br /> further warrant and represent that they have complied with all applicable law, regulations <br /> and procedures necessary to secure legally binding approval of the settlement and the <br /> terms and conditions contained in this Agreement. <br /> 8. Bindinu Effect: The terms and conditions contained in this Agreement shall inure to the <br /> benefit of, and be binding upon, the, respective successors, assigns, insurers, heirs, <br /> survivors, and personal representatives of the Parties. <br /> Page 3 -SETTLEMENT AGREEMENT AND RELEASE <br /> <br />