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are the product of negotiation. This Agreement involves the settlement and compromise of disputed claims and does not constitute an admission of liability, fault, negligence, or breach of obligations by the Parties. 12. No Assignment. The Parties, and each of them, warrant and represent that they have not previously assigned or transferred, or purported to assign or transfer, to any person or entity, any claims described above that were or could have been alleged in actions related to the Project. 13. Settlement Authority. The Parties signing this Agreement represent that they have full authority and capacity to enter into this Agreement. 14. Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties, and each of their past, present and future respective City Councils, owners, officers, directors, agents, employees, members, shareholders, parents, affiliates, subsidiaries, predecessors, successors, spouses, heirs, and administrators. 15. Attorneys' Fees and Costs. Each of the Parties to this Agreement shall bear its own costs and attorneys' fees incurred in connection with this Agreement, the settlement memorialized herein, and/or the Action, except United reserves its rights to indemnity for attorney's fees and costs from SPC and SPC's indemnitors. 16. Enforcement. This Agreement is enforceable pursuant by any means available under applicable law, including without limitation, pursuant to the provisions of California Code of Civil Procedure Section 664.6, whether by motion or otherwise. The Parties further agree that this Agreement is admissible and may be disclosed in connection with motions or applications to the Court pursuant to California Code of Civil Procedure Section 664.6 or any other proceeding to enforce the terms of this Agreement. This Agreement may be enforced without exhaustion of remedies under the Contract. Venue for any proceeding related to or arising out of this Agreement shall be San Mateo Superior Court. 17. Execution of Documents. Each Party shall cooperate and promptly execute any and all documents, and perform any and all acts to fulfill the provisions of this Agreement, including prompt transmission of executed copies of the Agreement to the other Parties. 18. Entire Agreement. This Agreement reflects the entire agreement of the Parties with respect to the subject matter hereof, specifically, the Action, and supersedes all prior or contemporaneous oral or written understandings, statements, representations and promises with regard to the matters resolved herein. The terms of this Agreement are contractual and not merely recitals. 19. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect interpretation of this Agreement. 20. Construction. The Parties hereby acknowledge that they have conducted an independent investigation of the facts concerning the Project and/or the Action, as well as any other matters relevant to this Agreement. Each Party to this Agreement and its legal counsel have had an opportunity to review and negotiate the terms of this Agreement. The rule of construction that any ambiguities are to be ATTY/AG R/SETTLEM ENTS/SETTLEM ENT -ARGENT MATERIALS INC. REV: 01-14-21 MI Page 5 of 8