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HomeMy WebLinkAbout064401 - General - Contract - Ridgecrest Management, LLCCSC No. 64401 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement ("Agreement") is made and entered into upon the date of execution by all parties herein, ("Effective Date") by and between the City of Fort Worth, a home -rule municipality organized under the laws of the State of Texas, acting by and through its duly authorized Assistant City Manager, and Ridgecrest Management, LLC., acting by and through its duly authorized representatives. 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. "Company" means Ridgecrest Management, LLC., a domestic limited liability company, and 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. "Sanitary Sewer Easement" means that certain permanent easement granted by Michael Nikovich on September 23, 2020 and recorded under instrument number D22028379011 in the deed records of Tarrant County, Texas. "Temporary Construction Easement" means that certain temporary construction easement granted by Michael Nikovich on September 23, 2020 and recorded under instrument number D22028379111 in the deed records of Tarrant County, Texas. "Parties" means the City and Company. "Property" means that certain tract of land situated in the Shelby County School Land Survey, abstract number 1375, City of Fort worth, Tarrant County, Texas, being part of the tract described in the deed to Ridgecrest Management, LLC, recorded under instrument number D224009269, Official Public Records, Tarrant County, Texas, commonly referred to as 4501 Anglin Circle, Fort Worth, Texas 76140. B. Recitals WHEREAS, the City, through its Water Department, is currently in the process of finishing a large public works project for the replacement of an existing sewer main with a larger capacity sewer main that will service new development in the southeast corner of the City of Fort Worth, such project being identified under City Project Number ("CPN') 102152 (the "Project"). WHEREAS, the Project, at first, started as a developer -led project and the original contractor, who was hired by the developer, failed to complete the work and walked off the job (" Developer -Led Project"); OFFICIAL RECORD Settlement, and Release Agreement—Ridgecrest Management, LLC CITY SECRETARY 1 of6 FT. WORTH, TX WHEREAS, the City then took on the Project as a City -led Project to ensure the installation of the larger capacity sewer main was completed, given the amount of need from new development in the area for the higher capacity main; WHEREAS, on September 23, 2020, prior to commencement of the Developer -Led Project, the City acquired the Sanitary Sewer Easement and Temporary Construction Easement from the landowner of the Property at the time, Michael Nickovich, to accommodate the sewer main and construction thereof, WHEREAS, due to the issues with the original contractor under the Developer -Led Project and the City having to acquire a separate contractor to finish the Project, the Project has lasted longer than initially anticipated; WHEREAS, as of today, the portion of the Project that affects the Property is finished, and the City is no longer occupying or using any space that previously would have been occupied or used under the Temporary Construction Easement; WHEREAS, there is no disagreement between the parties as it relates to the permanent Sanitary Sewer Easement; WHEREAS, the parties currently dispute whether the City had the ability to continue using the area identified under the Temporary Construction Easement for the period that it took to finish the work for the Project on the Property; WHEREAS, the parties now desire to settle any claim regarding the City's property interests on the Property for the purposes of avoiding the time, expense, and uncertainty that would accompany litigation, and the parties believe it is in their best interest to settle and compromise the potential claims referenced herein rather than to incur the uncertainty of litigation; WHEREAS, City has agreed, without any admission as to its obligation, to pay a total amount of $26,583.51 to Company in accordance with this Agreement to settle any claims or disputes between the parties as it relates to City's property interests in the Property under the the Temporary Construction Easement and the ability to utilize the Temporary Construction Easement up until the completion of construction for the portion of the Project on the Property, in any form; WHEREAS, the parties agree and acknowledge that this Agreement does not preclude Company from asserting any claims for damages to the Property it alleges were caused by the City or its contractors in connection with the Project; and WHEREAS, Company acknowledges that any claims for damages asserted by Company that may have been caused by the City or its contractors in connection with the Project may be made to the City's Risk Management Department. 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 of any and all issues associated with the City's authority to use of the Property under the Sanitary Sewer Easement or Temporary Construction Easement to the present day. Settlement, and Release Agreement—Ridgecrest Management, LLC 2 of 6 C. Agreement, Release, & Covenants NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound hereby, stipulate and agree as follows: I. Incorporation of Recitals 1. 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. II. Settlement and Release of Claims 1. Company and City do hereby agree that the Twenty -Six Thousand Five Hundred Eighty - Three and 51/100 Dollars ($26,583.51) represents the combined agreed settlement amount to be paid by City to Company under this Agreement. 2. The Parties hereby COMPROMISE, SETTLE, RELINQUISH, RELEASE, ACQUIT, and FOREVER DISCHARGE each other 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 Company, 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 the validity of the City's rights under the Temporary Construction Easement and the use of the area defined therein until construction was complete for the portion of the Project on the Property, including, but not limited to, any and all claims for exemplary damages, consequential damages, contractual damages, economic loss, attorney's fees, and any and all damages recoverable under the laws of the State of Texas and any and all other statutory or common law legal damages, known or unknown; provided that, notwithstanding any provision of this Agreement to the contrary, this Agreement does not preclude Company from asserting and recovering any claims for damages to the Property it alleges were caused by the City or its contractors in connection with the Project. 3. 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 Partiess released, or its representatives, concerning the nature and extent of the losses, injuries, damages, 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. 4. It is understood that this is a compromise of a disputed claim. The Parties desire to compromise and settle those matters and things set forth herein to avoid the hazard, inconvenience, uncertainty, and expense of litigation. Settlement, and Release Agreement — Ridgeerest Management, LLC 3 of 6 5. The Parties represent and warrant that they are the sole owners of the claims, causes of actions, and rights -in -action being released herein, and they have not transferred, assigned, or otherwise encumbered said claims or any part thereto. 6. The Parties hereto shall not assign or transfer their interests and obligations of the settlement set forth in this Agreement without the prior written consent of the other Party, and any attempted assignment or transfer of all or any part hereof without such prior written consent shall be void. 7. This Agreement is the result of arm's-length negotiation between the parties, each represented by counsel, and shall not be construed more strictly or liberally for or against either party. III. Miscellaneous 1. 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 about this matter. The Parties acknowledge that the covenants, promises, and representations made herein are binding on, and inure to the benefit of, each of the Parties. 2. 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. 3. 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. 4. 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. 5. 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. 6. This Agreement may be executed 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 via email shall be as legally binding for all purposes as an original signature. Settlement, and Release Agreement — Ridgecrest Management, LLC 4 of 6 7. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective on the Effective Date, CITY OF FORT WORTH by:�` Jes McEachern Assistant City Manager Date: 11/21/2025 Approved By: Christopher R61rder by: C oph 71 Harder 17:12:56 CST Chris Harder Water Department Director APPROVED AS TO FORM AND LEGALITY: Thomas R. Hansen Assistant City Attorney �a ap4�FORr Foa0000000�ooao o ol ATTESTED BY: o° oo0 e d o nEXA9o4p Jannette S. Goodall X-61 City Secretary M&C No. C-U) Settlement, and Release Agreement — Ridgecrest Management, LLC RIDGGECREST MANAGEMENT, LLC. by a-, Walter Meek, Manager Date: I t t o5 I Z 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. By. Walter Norwood Project Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 5 of 6 EXHIBIT A VERIFICATION OF SIGNATURE AUTHORITY Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Operator and to execute any agreement, amendment or change order on behalf of Operator. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Operator. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Operator. Operator will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Operator. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Settlement, and Release Agreement— Ridgecrest Management, LLC 6 of 6 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Ridgecrest Management Settlement Agreement Subject of the Agreement: Settlement Agreement with Ridgecrest Management M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. C P N 102152 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No ❑ Contracts need to be routed for CSO processing in the followin order:. 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.