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shall be made payable by the City to the "Driscoll and Fox Client Trust <br />Account." <br />c. City will process a second and final payment to Tenants in the amount of <br />TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00) <br />upon satisfactory evidence provided by Tenants to City that the following <br />conditions have been satisfied: All Tenants have (1) vacated the Property, (2) <br />executed and delivered to City a Certificate of Abandonment of the Property, <br />(3) turned over all sets of keys to the City or to City's agents, and (4) <br />confirmed in writing to City that any and all hazardous materials have been <br />removed from the Property in accordance with all applicable Federal and state <br />laws, ordinances and/or regulations. Each payment referenced in paragraphs <br />1(a) or 1(b), above, shall be subject to offsets as described in Section 2, below. <br />Tenants agree that al] payments by City to Tenants shall. he made directly to the <br />"Driscoll and Fox Client Trust Account." <br />d. Tenant's receipt of full payment of the consideration referenced in section 1 <br />(a)(b)&(c), above, shall constitute full satisfaction of any and all of City's <br />obligations to compensate Tenants relating to City's acquisition of the Property <br />for the Project. <br />e. As a matter of record, the compensation paid to Tenants in accordance with this <br />ASA shall be allocated between and among them in accordance with their <br />mutual agreement, in which City shall have no involvement. <br />2. Failure to vacate the existine buildine and other improvements from the Property <br />Tenants each agree to vacate the Property not later than March 15, 2008 ("Vacate <br />llate"). Tenants agree they shall be jointly and severally liable for payment to City of a <br />rental fee ofTWO HUNDRED AND NO/100 DOLLARS {$200.00) for each and <br />every day Tenants, individually and/or collectively, remain in possession of the <br />Property after the Vacate Date, which rental fee shall 6e deducted as an offset from <br />the final payment to Tenants as described in section 1(c) above. <br />3. Release <br />a. Tenants, individually and collectively on behalf of themselves, their agents, assigns <br />and related entities, agree to indemnify, fully release, acquit and discharge City, <br />and the officers, directors, employees, attorneys, accountants, other <br />professionals, insurers and agents of City (collectively "Agents") and all entities <br />related to City, from any and all rights, claims, interests, demands, actions or <br />causes of action which Tenants now have or may in the future have against City <br />arising from the acquisition of the Property for the Project, including, but not <br />limited to, trade fixtures, furniture and equipment, leasehold interests, and claims <br />for loss of business goodwill, bonus value (if any) and/or severance damages (if <br />any). <br />Acquisition Settlement Agreement <br />Page 2 of 7 <br />p C ~^ , <br />