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INSURANCE NOT REQUIRED A-2022-229 WORK MAY PROCEED CLERK OF THE COUNCIL DATE: NOV 2 9 2022 Return FULLLY EXECUTED Copy to COTC, M-30 SETTLEMENT AND RELEASE AGREEMENT 9 CAo (11 This Settlement and Release Agreement ("Settlement Agreement') is made and entered (John F) (AV) into by and between the City of Santa Ana ("City") and Lonerock, Inc. ("Lonerock") (collectively referred to herein as the "Parties" and individually as a "Party"). RECITALS A. WHEREAS, on or about November 15, 2016, City, as owner, and Lonerock, as contractor, entered into an agreement ("Contract') for the construction of the Santa Ana Delhi Diversion Project (the "Project'); B. WHEREAS, a dispute arose between the Parties on the Project involving alleged differing site conditions related to higher than anticipated groundwater, construction and removal of a temporary channel diversion, and overhead and start-up costs due to alleged owner -caused delays, leading to Lonerock submitting Change Order No. 7 in the amount of $1,647,849.84 and, after the City rejected the change order request, a Government Code claim (the "Dispute"); C. WHEREAS, on or about July 23, 2021, Lonerock filed a complaint against the City in a matter styled Lonerock, Inc. v. City of Santa Ana, Orange County Superior Court Case No. 30-2021-01211998-CU-BC-CJC (the "Action"). D. WHEREAS, on or about October 31, 2022, the Parties mediated and reached a resolution of the Dispute and Action; E. WHEREAS, the Parties desire to avoid the expense, inconvenience, and uncertainties of engaging in further dispute resolution and litigation and, therefore, desire to settle and compromise their differences and all disputes existing and potentially existing between them, without the admission of liability by any of them; F. WHEREAS, the Parties hereby, with the intention of resolving and releasing all claims arising out of or related to the Project and the Dispute, enter into this Settlement Agreement to formally memorialize the terms of the settlement as set forth below; and G. WHEREAS, each Party declares that it has read this Settlement Agreement and understands and knows the contents thereof, and represents and warrants that each of the Parties executing this Settlement Agreement is empowered to do so and hereby binds the respective Party. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, the mutual understandings contained in this Settlement Agreement and other good, valuable and sufficient consideration, the Parties agree as follows: Page 1 of 6 55394.00060\40824418.1