Resolutions-2022-074

SETTLEMENT & RELEASE AGREEMENT This Settlement & Release Agreement (" Agreement" or " Release") is made between Carter & Associates, Inc. ("Carter") and the City of Tiffin, Iowa (" the City"). 1. BACKGROUND. Carter acted as prime contractor on a City trail project. Carter alleges the City breached its agreement with Carter when it withheld certain funds at the conclusion of the project, the details of which are set forth in Johnson County, Iowa case LACV083404, styled Carter & Associates, an Iowa Corporation v. City of Tiffin,an Iowa Municipal Corporation. 2. SETTLEMENT PAYMENT. In consideration for Carter' s dismissal with prejudice LACV083404, and waiver of all claims set forth therein, the City agrees, as a compromise of a dispute claim, to pay the sum of Forty- three Thousand Eight Hundred and Sixty -Nine Dollars and forty- four Cents 869. 43, 44), which sum shall be comprised of a combination of retainage and amount due as shown on Plaintiff' s Exhibit B, minus $ 2000, and shall represent full and final payment for the trail project at issue. This sum assumes no claims are timely made by subcontractors against the retainage and, if that occurs, retainage may be reduced accordingly if said claims are deemed valid ( see paragraph 5, below). 3. DISMISSAL. Carter agrees, upon receipt of $43, 44 from the City, 869. to dismiss with prejudice LACV083404 and any other actions or proceedings it may have initiated or filed arising out of the trail project at issue. 4. RELEASE. Carter, individually and on behalf of its successors and assigns, in consideration of the payment to it of $43,44, 869. does fully release and forever discharge the City of Tiffin, Iowa and all its employees, officers, directors, elected officials, attorneys and agents, all including subsidiary, parent, and affiliate entities, from any and all liability for all claims, known or unknown, arising out of trail project at issue and which were raised, or could have been raised, in LACV 083404. 5. TAX LIABILITY/ THIRD PARTY LIABILITY. Carter is solely responsible for any and all tax liability related to the settlement payment identified in Paragraph 2,above, and shall defend, indemnify and hold harmless the City from any such tax liability. Carter further represents there are no subcontractors or suppliers