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I. The Parties have agreed to resolve all of their disputes pertaining to the
<br />Project, subject to the limited exceptions set forth in Paragraph 7 herein, including the
<br />disputes over the Liquidated Damages and Extra Work, and any and all other claims or
<br />potential claims pertaining to or arising from the Project (collectively, the "Disputed
<br />Matters") in accordance with the terms and conditions of this Agreement.
<br />TERMS
<br />NOW, THEREFORE, for valuable consideration, the sufficiency of which is hereby
<br />acknowledged, and in consideration of the mutual covenants and agreements hereinafter
<br />expressed, the Parties agree to resolve the Disputed Matters as follows:
<br />1. Final Change Order. SPC and the City will execute Project Change Order
<br />No. 2, in the form attached as Exhibit A hereto, and incorporated herein, increasing the
<br />Contract amount for the Project by an additional Seventy -One Thousand, Eight -Hundred
<br />Ninety -Three Dollars and Fourteen Cents ($71,893.14) as full and final compensation to
<br />SPC for the Extra Work (the "Change Order"). Within five (5) days following the Effective
<br />Date, as defined in Paragraph 9, both SPC and the City will sign the Change Order
<br />electronically and the City will email a PDF copy of the fully executed Change Order to
<br />counsel for SPC at simon@simonmazzola.com.
<br />2. Final Payment To SPC. Provided that the Change Order has been fully
<br />executed as specified in Paragraph 1, the City will issue final payment to SPC on the
<br />Contract as amended by the Change Order, including release of retention ("Final
<br />Payment"), within seven (7) days after the City has released direct payment to TARC
<br />pursuant to the TARC Settlement Agreement and to Columbia pursuant to the
<br />Columbia/JAM Settlement Agreement. The amount of Final Payment to SPC on the
<br />Project, based on the remaining balance after the City makes payment to TARC in the
<br />amount of Ninety -Nine Thousand Sixty -Seven Dollars ($99,067.00) pursuant to the TARC
<br />Settlement Agreement, will be One Hundred Twenty -Three Thousand One Hundred Fifty -
<br />Six Dollars and Fourteen Cents ($123,156.14). Final Payment shall not be made to SPC
<br />until the City releases direct payment to TARC and Columbia as provided above herein.
<br />3. Further Actions.
<br />a. The City hereby waives assessment of Liquidated Damages.
<br />4. Release by SPC. Subject to the exceptions set forth in Paragraph 7 below,
<br />SPC for itself and its respective directors, officers, employees, partners, affiliates,
<br />subsidiaries, parent entities, agents, attorneys, sureties, representatives, successors, and
<br />assigns hereby releases the City and its Council Members, officials, directors, officers,
<br />employees, members, manager, partners, affiliates, subsidiaries, parent entities, agents,
<br />attorneys, sureties, representatives, successors, and assigns from any and all liabilities,
<br />demands, losses, expenses, causes of action, damages, attorneys' fees and costs,
<br />penalties, and interest (whether known or unknown, existing or not yet existing, accrued
<br />or unaccrued, legal or equitable, actual or potential) that relate to or arise from the
<br />Disputed Matters, which include any amounts SPC asserts it is owed in connection with
<br />the Project.
<br />ATTY/AGR/SETTLEMENTS/MARSHALL SETTLEMENT AGREEMENT
<br />REV: 02-11-2021 MI
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