Agmt21 Argent Settlement - Laserfiche WebLink

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NOW, THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants and agreements hereinafter expressed, the Parties agree to resolve the payment claims by Argent contained in the Action only, while reserving their rights on all other claims as follows: 1. Payment by the City. Within ten (10) days after the conditions set forth in Paragraph 2 have all been met, the City shall pay and send to Argent the Sum of One Hundred Fifty -Six Thousand Seven Hundred Fourteen Dollars and Sixty Cents ($156,714.60) (the "Settlement Payment"). The Settlement Payment shall be deemed to be City payment to SPC and SPC payment to Argent in connection with the Project. SPC authorizes City to submit the Settlement Payment directly to Argent as specified herein, and further agrees that upon payment to Argent the City shall be entitled to a credit on the Project in the amount of the Settlement Payment. The Settlement Payment may be delivered to Argent in the form of a negotiable check or checks issued by the City, made payable to Argent Materials, Inc., and sent or delivered to counsel for Argent at: Leonidou and Rosin Professional Corporation, 777 Cuesta Drive, Suite 200, Mountain View, CA 94040, Attn: A. Robert Rosin. The Settlement Amount paid to Argent above is in full payment of all sums due to Argent, including any attorney's fees, costs, interest and any other amounts that might be due, including but not limited to prompt payment penalties and represents a compromise and liquidation of all such sums of any kind or amount due to Argent in connection with the Action. 2. Conditions to Payment. This Agreement is not binding on the Parties unless or until the Agreement has been approved by the City Council for Redwood City by February 28, 2021, and fully executed by the Parties. As further conditions to payment to Argent pursuant to Paragraph 1, within five (5) days following the Effective Date of this Agreement, as defined in Paragraph 10, below, Argent shall furnish to counsel for the City the following documents, each of which must be emailed as PDF copies to cgibson@jarvisfay.com and the wet -inked originals sent to the City at: City Attorney's Office, 1017 Middlefield Road, Redwood City, CA 94063, Attn: M. Eleonor Ignacio: a. An original release of the Stop Payment Notice, executed by Argent. b. A request for dismissal of the Action with prejudice, with each party to bear its own costs and fees, except as provided herein, executed by Argent or its counsel. C. An Unconditional Waiver and Release In Exchange for Final Payment, pursuant to Civil Code § 8138 for the Project (the "Unconditional Waiver and Release") executed by Argent. Counsel for the City shall hold the release of the Stop Payment Notice, the Unconditional Waiver and Release, and the request for dismissal of the Action in trust and shall make no use of them until such time as the Settlement Payment has been made to Argent in good and sufficient funds. Once the Settlement Payment has been transmitted by the City, Counsel for the City will provide SPC and United with a copy of the release of Stop Payment Notice, the Unconditional Waiver and Release, and the request for dismissal ATTY/AGR/SETTLEMENTS/SETTLEMENT - ARGENT MATERIALS INC. REV: 01-14-21 MI Page 2 of 8