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HomeMy WebLinkAboutContract 54014-SA1CSC No. 54014-SAl SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is by and between the City of Fort Worth, a Texas home -rule municipality and Select Maintenance, LLC, a Texas limited liability corporation. A. Definitions In addition to the terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: "City" means the City of Fort Worth, Texas, and its officers, representatives, agents, servants, and employees. "Company" means Select Maintenance, LLC, a Texas limited liability corporation, and/or its partners, representatives, members, managing members, officers, managers, proprietors, directors, employees, representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns, predecessors, stockholders, administrators, contractors, and related companies. "Contract" means Fort Worth City Secretary Contract ("CSC") Number 54014, a construction Contract between the City of Fort Worth and Company. "Parties" means the City and Company. B. Recitals WHEREAS, the City and Company entered into Fort Worth City Secretary Contract Number 54014 on or about June 11, 2020 for the purpose of hiring Company to perform Paving and Traffic Signal Improvements at Risinger Road and IH35W in the original amount of $1,418,380.45 (City Project No. CO 1811); and WHEREAS, the Contract was amended one time by a change order for a total contract revised amount of $1,423,934.20; and WHEREAS, prior to closing the Contract, Company sought additional compensation in the amount of $105,117.03 for work allegedly performed during the term of the Contract ("Claimed Amount"); and and WHEREAS, the City investigated the Claimed Amount and rejected in part and accepted in part; WHEREAS, the Company rejected the City's response; and WHEREAS, the City and the Contractor engaged in further negotiations regarding the claimed amount; and WHEREAS, on June 2, 2023, the Company and City met and resolved the remaining issues regarding the Claimed Amount; and OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Settlement Agreement and Release 1 of 4 WHEREAS, the City intends to pay the negotiated Claimed Amount as part of the final contract close-out procedure; and WHEREAS, except as may be set forth below in the terms of the Agreement, the Parties hereby agree that the following terms and conditions shall constitute full and final settlement pertaining to the payment of the Claimed Amount. NOW, THEREFORE, the Parties hereto, in consideration of the recitals stated herein and the mutual covenants set forth hereinbelow, and intending to be legally bound hereby, stipulate and agree as follows: C. Agreement. Release. & Covenants The recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement and are incorporated herein by reference. 2. The City hereby pays to the Company the amount of THIRTY ONE THOUSAND FIVE HUNDRED NINETY SIX DOLLARS AND THIRTY FOUR CENTS ($31,596.34), which represents the negotiated agreement regarding the Claimed Amount. 3. Upon full receipt of all amounts due to the Company pursuant to terms of this settlement, the Company does hereby COMPROMISE, SETTLE, RELINQUISH, RELEASE, ACQUIT, and FOREVER DISCHARGE the City from and against any and all claims, demands, debts, liens, costs, expenses, actions, and causes of action of whatsoever nature, description of character, whether in tort or in contract, or by virtue of the common law, statute, or regulation, known or unknown, heretofore existing between the City and Contractor, whether known or unknown, which may have accrued or may accrue, on account of, arising from, or in any manner growing out of, relating to, resulting from, or in any way connected to Contract referenced herein. 4 The Parties warrant that no promise or inducement has been offered except as set forth herein; that this Agreement is executed without reliance upon any statement or representation of any person or Party's release, or its representatives, concerning the nature and extent of the losses, injuries, damages, and/or legal liability therefore; and that the acceptance of the consideration set forth herein is in full accord and satisfaction of all claims set forth herein. 5. It is understood that this is a compromise of a claim. The City and Company desire to compromise and settle all matters and things to avoid the hazard, inconvenience, uncertainty, and expense of litigation. 6. The Company represents and warrants that it is the sole owner of the claims, causes of actions, and rights -in -action being released herein, and it has not transferred, assigned, or otherwise encumbered said claims or any part thereto. Settlement Agreement and Release 2 of 4 7. The Parties hereto shall not assign or transfer their interests and obligations set forth in this Agreement without the prior written consent of the other parties, and any attempted assignment or transfer of all or any part hereof without such prior written consent shall be void. 8. This instrument contains the entire agreement between the Parties as to the matters contained herein and the terms of this instrument are contractual and not merely recitals. There are no other agreements, either written or oral, and this Agreement supersedes all earlier representations, negotiations, or agreements regarding the Claimed Amount. The Parties acknowledge that the covenants, promises, and representations made herein are binding on, and inure to, the benefit of each of the Parties. 9. The Parties represent that they have consulted, or had the opportunity to consult, an attorney to seek legal counsel regarding the contents and effects of this Agreement. The Parties further represent that they have been informed of the content and effect of this instrument and that the instrument is executed as their act and deed and of their own free will. 10. In the event that any provision of this Agreement is held void, voidable, or unenforceable, the remaining portions shall remain in full force and effect. 11. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement, including any exhibits, shall be construed in accordance with the laws of the State of Texas. 12. The Parties represent and warrant that they are over the age of eighteen (18) years, competent to execute this Agreement, have carefully read the foregoing Agreement, and know the contents thereof and have signed the same of their own free will and with the advice of counsel, if applicable. 13. This Agreement may be executed electronically and/or in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically shall be as legally binding for all purposes as an original signature. 14. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. Settlement Agreement and Release 3 of 4 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective on the date subscribed by the City's duly designated Assistant City Manager. CITY OF FORT WORTH SELECT MAINTENANCE, LLC by:William Jo hnscn Ap 26,202314:43 CDT) by: William Johnson y� % ''� Assistant City Manager President Date: Jun 26, 2023 Date: klj- ol2 3 APPROVED AS TO FORM Recommend: AND LEGALITY: PAW, i DBlack (Jul3, 202310:01 CDT) Ill by:Lauren Prieur (Jun 26, 202313:53 CDT) Douglas W Black Lauren Prieur Sr. Assistant City Attorney Director, TPW Department pF FORTS°o Fo ATTN_E�S^`TED BY: � ��d*000 000*dC O�a� nE4p54 d V Jannette S. Goodall City Secretary M&C NA OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Settlement Agreement and Release 4 of 4 Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Bradley M. Radovich, P.E. Senior Professional Engineer FORT WORTHO Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Settlement Agreement -Select Maintenance M&C: NA CPN: C01811 CSO: NA Date: To: Name 1 Lauren Prieur 2 William Johnson 3. 4. Doug Black 5 Jannette Goodall 6. 7. Department Initials TPW-signature TPW-signature TPW-signature Legal d ISG DOC#: 1 Date Out Jun 26, 2023 Jun 26, 2023 Jul 3, 2023 Jul 5, 2023 DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES ®No RUSH: ❑YES ®No SAME DAY: ❑YES ❑No NEXT DAY: ❑YES ❑No ROUTING TO CSO: ❑YES ®No Action Required: ❑ As Requested ❑ For Your Information ® Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: bradlev.radovich(&,,FortWorthTexas.a_ ov at ext. 7817 for pick up when completed. Thank you!