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Home My WebLink AboutContract 45998 CITY SECRETARY CONTRACT NO. fl� RELEASE AND COVENANT NOT TO SUE This RELEASE is executed this day of� 2014. FOR AND IN CONSIDERATION OF the sum of US Eighteen Thousand Forty-One Dollars and Fifty-five Cents ($18,041.55), to be paid or credited to the City of Fort Worth, TX, ("City") by BRENNTAG SOUTHWEST, INC. ("Brenntag") on its behalf and on behalf of Linden Bulk Transportation Co., Inc. ("Linden") in the form of a Credit Note in the form of Exhibit A hereto, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby irrevocably acknowledged, the City, on behalf of itself, its affiliates, subsidiaries, divisions, successors and assigns and all of their respective current or former owners, officers, directors, employees, agents, representatives, insurers and attorneys(collectively the"Releasor"), intending to be legally bound, does hereby irrevocably and unconditionally (l) release, acquit and forever discharge Brenntag Southwest, Inc., its successors and assigns, and all of its affiliates, subsidiaries and divisions, and their respective current or former owners, directors, officers, employees, agents, representatives, suppliers, insurers and attorneys and Linden Bulk Transportation Co., Inc., its successors and assigns, and all of its affiliates, subsidiaries and divisions, and their respective current or former owners, directors, officers, employees, agents, representatives, suppliers, insurers and attorneys (Brenntag and Linden hereinafter collectively referred to as the "Released Parties") of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, including compensatory and punitive damages, causes of action, demands, losses, debts and expenses of every nature or kind whatsoever, in law or in equity, whether known or unknown, fixed or contingent, liquidated or unliquidated, matured or unmatured, on account of property damage or otherwise (herein collectively "Claims"), which the Releasor has ever had, now has, may hereafter have against any or all of the Released Parties,jointly or severally; and (2) agree not to commence or prosecute any action or proceeding against any of the Released Parties, for or by reason of any matter, cause, or thing arising directly or indirectly under, pursuant to or in connection with the filling of the sodium hypochlorite tank located at the City of Fort Worth North Holly Water Treatment Facility on or about July 8, 2013. Releasor represents and warrants that it is the sole owner of, and that it has not sold, assigned,transferred, conveyed or otherwise disposed of, any of the Claims hereby released(the "Released Claims") and/or any demand or cause of action or any part thereof relating in any manner to any Released Claims. Releasor agrees not to bring a claim against any third party relating to the Released Claims. Releasor further represents and warrants that it is not aware of any pending or threatened claims by any third parties, including, but not limited to, Releasor's insurer or any of Releasor's employees, agents or invitees, which may be asserted against the Released Parties by reason of or on account of the event described above, which is the subject matter of this Release. tai Releasor understands and acknowledges that this Release constitutes a compromise and settlement of any M and all potential or disputed Claims. No action taken by the Released Parties, either previously or in M connection with this Release shall be deemed or construed to be either: (a) an admission of the truth or C falsity of any Claims heretofore made; or(b) an acknowledgment or admission by the Released Parties of �a any fault or liability whatsoever to Releasor or to any third party. IQ OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX If any provision of this Release is held invalid, illegal, or unenforceable, all other provisions of this Release will remain in full force and effect and the invalid, illegal, or unenforceable provision shall be revised to the minimum extent necessary to render it valid, legal, and enforceable in accordance with applicable law. It is further understood and agreed that Releasor will not disclose the existence, circumstances, details, or the amount of the within settlement to anyone other than the Releasor's professional advisors held to confidence,unless Releasor receives a valid open records request and/or is ordered by the Texas Attorney General to release said records. Releasor warrants that this Release has been carefully read and fully understood and voluntarily accepted by Releasor, and is signed as the free act and deed of Releasor for the purpose of making a full and final settlement of any and all Claims relating to or on account of the event described above, which is the subject matter of this Release. Releasor understands that this is a binding legal document, and acknowledges that Releasor has been given ample opportunity to consult with an attorney and to review this Release. The undersigned warrant that the individuals signing this RELEASE have actual authority to execute the same. This Release contains the entire agreement between the parties hereto, and the terms of this Release are contractual and not a mere recital. Brenn 6�v thwest, Inc. City of Fort Worth By +,..' l By: Name: James James H.Taylor Name: Fernando Costa Title: President Title:Assistant City Manager App r ved Form and Legality: tiO 1'V kc By: Douglas W.Black Assistant City Attorney Recom r A rov 1 B AW Andrew T. Cronberg, P.E. Acting Director, Water Department OF 000 o° � 0 ° o • 4L— 000 000 OFFICIAL R]TX �- a -� ... C Ty SECR Ronald P. Gonzales, City SOMMy "' '� FT.WORT Exhibit A CREDIT NOTE $18,041.55 This Credit Note is subject to the terms of the Release between Brenntag Southwest,Inc.,Linden Bulk Transportation Co.,Inc.,and the City of Fort Worth,TX dated ,2014(the"Release"). TO: The City of Fort Worth,TX This Credit Note may only be applied against payment of invoices submitted to the City of Fort Worth Water Department(i)for the purchase of(a)goods and/or(b) services made after August 1,2014 and prior to March 31,2015 and(ii)which are not past due. Brenntag shall provide monthly statements to the City of Fort Worth by the 15`h day of each month showing the amount of the credit used in the prior month and the remaining credit balance available. This Credit Note is not assignable or transferable and may not be surrendered for cash. This Credit Note expires at 5:00 P.M. Central time on April 30,2015. Mills, Stephanie From: Black, Doug Sent: Friday, October 03, 2014 10:57 AM To: Mills, Stephanie Subject: RE: Covenant Not to Sue This is a settlement agreement with another company and does not involve employees. if you file settlement agreements of this sort, this one should follow that same process. Thanks, Doug Douglas W Black Assistant City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 817-392-7615 Direct Doug.BI1 ackgfortworthtexas.gov City of Fort Worth— Working together to build a strong community. Foff WOE. RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS ATTORNEY-CLIENT COMMUNICATIONS. This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please immediately notify Doug Black at the City of Fort Worth City Attorney's Office(817) 392-7615. From: Mills, Stephanie Sent: Friday, October 03, 2014 8:16 AM To: Black, Doug Subject: Covenant Not to Sue Good morning! I received a contract for processing that is labeled as 'Release and Covenant Not to Sue' with BrennTag Southwest relating to an incident at the Holly Water Treatment Plant. In the agreement it states it is a settlement agreement, but the heading of the document is Release and Covenant Not to Sue. So far,the only documents we have gotten labeled as Release and Covenant Not to Sue are those pertaining to employees and we just file those—Mary does not sign and we do not number them. They are kept in their own folder in our vault. 1 Since this document has the same heading, I would like confirmation that it needs to be processed as a 'normal' contract? (numbered and uploaded to the systems) Thanks! Stephanie Mills Administrative Technician City Secretary's Office City Hall 1000 Throckmorton St Fort Worth,TX 76102 817-392-6090 stephanie.mills @fortworthtexas.gov City of Fort Worth— Working together to build a strong community. FORT WORTH: 2