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shall be made payable by the City to the "Driscoll and Fox Client Trust Account." City will process a second and final payment to Tenants in the amount of TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) upon satisfactory evidence provided by Tenants to City that the following conditions have been satisfied: All Tenants have (1) vacated the Property, (2) executed and delivered to City a Certificate of Abandonment of the Property, (3) turned over all sets of keys to the City or to City's agents, and (4) confirmed in writing to City that any and all hazardous materials have been removed from the Property in accordance with all applicable federal and state laws, ordinances and/or regulations. Each payment referenced in paragraphs 1(a) or 1(b), above, shall be subject to offsets as described in section 2(a) & 2(b), below. Tenants agree that all payments by City to Tenants shall be made directly to the "Driscoll and Fox Client Trust Account." d. Tenant's receipt of full payment of the consideration referenced in section 1 (a)(b)&(c), above, shall constitute full satisfaction of any and all of City's obligations to compensate Tenants relating to City's acquisition of the Property for the Project. e. As a matter of record, the compensation paid to Tenants in accordance with this ASA shall be allocated between and among them in accordance with their mutual agreement, in which City shall have no involvement. Failure to vacate the existine building and other improvements from the Property Tenants each agree to vacate the Property not later than March 15, 2008 ("Vacate Date"). Tenants agree they shall be jointly and severally liable for payment to City of a rental fee of TWO HUNDRED AND NO/100 DOLLARS ($200.00) for each and every day Tenants, individually and/or collectively, remain in possession of the Property after the Vacate Date, which rental fee shall be deducted as an offset from the final payment to Tenants as described in section 1(c) above. 3. Release a. Tenants, individually and collectively on behalf of themselves, their agents, assigns and related entities, agree to indemnify, fully release, acquit and discharge City, and the officers, directors, employees, attorneys, accountants, other professionals, insurers and agents of City (collectively "Agents") and all entities related to City, from any and all rights, claims, interests, demands, actions or causes of action which Tenants now have or may in the future have against City arising from the acquisition of the Property for the Project, including, but not limited to, trade fixtures, furniture and equipment, leasehold interests, and claims for loss of business goodwill, bonus value (if any) and/or severance damages (if any). Acquisition Settlement Agreement Page 2 of 7 25J-5