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agrees that upon payment to Nor -Cal, the City shall be entitled to a credit on the Project
<br />in the amount of the Settlement Payment.
<br />The Settlement Payment may be delivered to Nor -Cal in the form of a negotiable
<br />check issued by the City, made payable to Nor -Cal Pipeline Services, and sent or
<br />delivered to Nor -Cal at: 1875 South River Road, West Sacramento, CA 95691, Attn:
<br />Angie Familia.
<br />The Settlement Payment paid to Nor -Cal above is in full payment of all sums due
<br />to Nor -Cal, including any attorney's fees, costs, interest and any other amounts that might
<br />be due, including but not limited to prompt payment penalties and represents a
<br />compromise and liquidation of all such sums of any kind or amount due to Nor -Cal in
<br />connection with the Project.
<br />2. Conditions to Payment. As conditions to payment to Nor -Cal pursuant to
<br />Paragraph 1, within five (5) days following the Effective Date of this Agreement, as defined
<br />in Paragraph 10, below, Nor -Cal shall furnish to counsel for the City, United, and SPC a
<br />fully executed copy of the following documents, each of which must be emailed as PDF
<br />copies to cgibson@jarvisfay.com, JMcGowan@rjo.com, and simon@simonmazzola.com
<br />and the wet -inked originals must be sent to the City at: City Attorney's Office, 1017
<br />Middlefield Road, Redwood City, CA 94063, Attn: M. Eleonor Ignacio:
<br />a. An original release of the Stop Payment Notice pursuant to Civil Code
<br />§ 8128 executed by Nor -Cal (the "Release of Stop Payment Notice").
<br />b. An Unconditional Waiver and Release In Exchange for Final
<br />Payment, pursuant to Civil Code § 8138 for the Project (the "Unconditional
<br />Waiver and Release") executed by Nor -Cal.
<br />Counsel for the City, United, and SPC shall hold the release of the Stop Payment
<br />Notice and the Unconditional Waiver and Release in trust and shall make no use of them
<br />until such time as the Settlement Payment has been made to Nor -Cal in good and sufficient
<br />funds.
<br />3. Further Actions. Upon delivery of the Settlement Payment pursuant to
<br />Paragraph 1, the Release of Stop Payment Notice and Unconditional Waiver and Release
<br />will each be deemed effective.
<br />4. Release by Nor -Cal. Subject to the exceptions set forth in Paragraph 8
<br />below, Nor -Cal for itself and its respective directors, officers, employees, partners, affiliates,
<br />subsidiaries, parent entities, agents, attorneys, sureties, representatives, successors, and
<br />assigns hereby releases SPC, United, and the City and their respective Council Members,
<br />officials, directors, officers, employees, members, manager, partners, affiliates,
<br />subsidiaries, parent entities, agents, attorneys, sureties, representatives, successors, and
<br />assigns from any and all liabilities, demands, losses, expenses, causes of action, damages,
<br />attorneys' fees and costs, penalties, and interest, whether known or unknown, existing or
<br />not yet existing, accrued or unaccrued, legal or equitable, actual or potential) that (a)
<br />relate to or were asserted in the Stop Payment Notice or (b) relate to any amounts Nor-
<br />ATTY/AGR/SETTLEMENTS/NOR-CAL PIPELINE SERVICES SETTLEMENT AGREEMENT
<br />REV: 01-27-2021 MI
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