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Home My WebLink About011123-TA - General - Contract - AcmePRIME STRATEGIES, INC. PRIME STRATEGIES, INC. PROJECT NAME SH 121T Project CLIENT Prime Strategies, Inc. ADDRESS 1508 S. Lamar Blvd, Austin, Texas 78704 AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT NUMBER CFW.166 — Task K Amendment No. 8 Prime Strategies, Inc. (Client) hereby agrees that Spitzer & Associates, Inc. (Subcontractor) has performed the following services for which it is entitled to be paid: SCOPE: Additional Work performed by Subcontractor outside the Scope of.Services called for under Authorization for Professional Services between Client and Subcontractor dated 3/1/05 and Authorization for Professional Services between Client and Subcontractor dated 8/24/06, both of which relate to Project No CFW.166, for the agreed upon fixed sum of $36,500.00 in full and final settlement. COMPENSATION is hereby agreed to be $36,500.00 in full and final settlement. Services covered by this authorization have been performed. Approved fo SPITZER & ASSOCIATES, INC. Accepted fo VRITEGIES, INC. By: By: Date: 7 3 ' Date: • FBH " H FRrrz, BYRNE, HEAD & HARRISON, LLP October 4, 2007 VIA U.S. MAII. David P. Crist The Law Offices of David P. Crist 7200 MoPac Expressway North Suite 440 Austin, Texas 78731 RE: SH 121-T Relocation Services Project: CFW-0166 Spitzer & Associates, Inc. ("Spitzer') il. Prime Strwegies, Inc. ("Prime') Dear David: Enclosed please find a partially executed copy of the I' Lill and Final Release and Settlement Agreement and Authorization for Professional Services. You or your client may keep this original. Consistent with our prior correspondence, it is my understanding that your client will execute these documents on October 8, 2007. Please also affix your signature at that time. 'These documents are being delivered to you in trust and will only be effective upon your return of one frilly executed copy of them and $36,500.00 in good finds to this office. I understand this will happen on October 8, 2007. Please advise immediately if any of the foregoing is not correct. I look forward to receiving the final documents and fiends on October 8, 2008. Thank you. Sincerely, FRITZ, BYRNE, HEAD & HARRISON, LLP fr..� Christopher D. Atwell CDA/sh Fiiclosure �dt no. _ E 98 SAN JACINw..) BOULEVARD SUITE 2000 AuSTIN. TEXAs 78701 (51 2) 476-202.0 FAX: (5 12) 477-5267 %v%v '.PHHH.COM Yr I I�^ 4)I IlT4 FULL AND -FINAL RELEASE AND SETTLEMENT AGREEMENT Prime Strategies, Inc. ("Prime") and Spitzer & Associates, Inc. ("Spitzer") enter into this Full and Final Release and Settlement Agreement ("Agreement"). 1. Definitions A. "Representatives" of a person or entity shall mean and include all of that person's or entity's past or present principals, agents, servants, employees, consultants, experts, partners, officers, directors, shareholders, parent companies, subsidiaries, affiliates, predecessors, estates, beneficiaries, heirs, devises, legatees, trustees, personal i representatives, attorneys and independent auditors. B. The "Contract" shall mean the Authorizations for Professional Services between Prime and Spitzer dated March 1, 2005 and August, 24, 2006. C. The "Contract Amendment" shall mean the Authorization for Professional Services attached as Exhibit 1 hereto and incorporated herein by reference. 2. Recitals WHEREAS, Spitzer and Prime have each made claims against the other arising out of the Contract and incidental expenses and charges associated with their sharing of office space and expenses in Fort Worth, Texas; WHEREAS, Spitzer and Prime deny and continue to deny the other's allegations; WHEREAS, this Agreement is not to be construed as an admission of any fault or wrongdoing by or on behalf of Spitzer or Prime, all such claims having been denied and continue to be denied; I WHEREAS, this Agreement is made in full satisfaction of all present claims of Spitzer and Prime arising under or related to the Contract, whether or not alleged to date; and, WHEREAS, this Full and Final Release and Settlement Agreement sets forth and embodies a negotiated compromise, settlement and release as set forth herein. NOW, "THEREFORE, in consideration of the agreements and recitals contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Spitzer and Prime agree as follows: 3. Other Persons and Entities Bound by this Settlement Agreement Spitzer and Prime understand and agree that, by the execution hereof, they are binding themselves, their representatives successors, heirs, assigns, and any and all other interested parties or interest holders claiming through them, to the terms of this Full and Final Release and Settlement Agreement. 4. No Assignment of Claims Spitzer and Prime represent and warrant that they have not assigned, authorized or transferred in any way directly or indirectly, any claims, demands, suits, causes of action, charges or grievances of any kind or character which they have or may have against the other prior to and including the effective date. Notwithstanding the foregoing, Spitzer acknowledges that the City of Fort Worth, Texas (the "City") has the right to, and often does, audit its contracts with vendors and the contracts between the City's vendors and its subcontractors. The Contract is a subcontract under a contract between the City and Prime. Accordingly, Prime hereby advises Spitzer that there is a possibility that the 2 Contract will be audited by the City. Prime makes no representation or warranty whatsoever as to whether any such audit will be conducted or the results of such audit. 5. Terms A. Effective upon receipt of the payment provided for infra at paragraph 5B., Spitzer and Prime release any and all actual or potential claims, suits, demands, causes of action, charges or grievances, they may have against each other and their representatives arising out of or related to the Contract, whether or not alleged to date. B. Spitzer and Prime agree to execute the Contract Amendment upon execution of this Agreement. Prime agrees to pay Spitzer, or cause to be paid, $36,500.00 in good funds upon the issuance of the check by the City. Prime agrees to recommend and support the use of Spitzer, on a non-exclusive basis, for all 'appropriate contract awards on future projects for which Spitzer is qualified to perform services and in which Prime is involved including, but not limited to, ROW assignments. C. Spitzer and Prime shall be responsible for their own costs. Each party is responsible for paying any and all outstanding attorneys' fees, liens, taxes, costs in connection with the Contract and this Agreement, or fees, including experts, whatsoever incurred on their behalf in connection with the Contract through the effective date. D. Prime and its representatives do hereby jointly and severally, fully and finally, release, acquit and forever discharge Spitzer, and any and all of Spitzer's respective properties, interests, and assets of every kind and character whatsoever and wherever situated, from any and all actual or potential claims, demands, suits, causes of action, warranties, liens, charges or grievances of any kind or character whatsoever arising out of or related to the Contract whether or not alleged to date. 3 E. Spitzer and its representatives do hereby jointly and severally, fully and finally, release, acquit and forever discharge Prime and any and all of Prime's respective properties, interests, and assets of every kind and character whatsoever and wherever situated, from any and all actual or potential claims, demands, suits, causes of action, warranties, liens, charges or grievances of any kind or character whatsoever arising out of the Contract whether or not alleged to date. F. The foregoing releases extend to all actual or potential claims, suits, demands, causes of action, charges or grievances that any of the releasing persons or entities can, shall, or may have relating in any way, directly or indirectly, to any act, omission, or conduct whatsoever by or attributable to Spitzer or Prime arising out of or related to the Contract, which may have occurred or been committed at any time through the effective date of this Agreement, whether such actual or potential claims, suits, demands, causes of action, charges, or grievances are known or unknown, whether pending or threatened, whether matured or inchoate, whether accrued or unaccrued, and whether now existing or hereafter arising. G. Any invalid, unlawful, or unenforceable provision herein shall be reformed to the extent necessary to render it valid, lawful and enforceable in a manner consistent with the intentions of the parties and applicable law. 6. Entire Agreement This Full and Final Release and Settlement Agreement constitutes the entire agreement and understanding of Spitzer and Prime with respect to the matters addressed herein, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No representation, warranty, recital, covenant or statement of 4 intention has been made by or on behalf of any party hereto which is not embodied in this Agreement. Neither party shall be bound by or liable for any alleged representation, warranty, recital, covenant or statement of intention related to the Contract not set forth herein. 7. Miscellaneous A. Each and every provision of this Agreement shall be construed as though each party hereto participated equally in the drafting hereof. As a result of the foregoing, any rule of construction that the document is to be construed against the drafting parties shall not be applicable. B. All captions contained in this Agreement are inserted only as a matter of convenience, and in no way define, limit or extend the scope or intent of this Agreement. C. This Agreement shall be governed by the laws of the State of Texas. Venue for any dispute arising under this Agreement shall be in Travis County, Texas. D. In construing this Agreement, the masculine includes the feminine and the neuter and the singular includes the plural when necessary to give effect to this Settlement Agreement. 8. Full Understanding of Agreement EACH PARTY SIGNING BELOW WARRANTS THAT HE OR SHE HAS READ THIS FULL AND FINAL RELEASE AND SETTLEMENT AGREEMENT AND FULLY UNDERSTANDS IT. EACH PARTY WARRANTS THAT SUCH PARTY IS OF LEGAL COMPETENCE OR LEGAL CAPACITY AND IS FREE, WITHOUT DURESS, TO EXECUTE THIS FULL AND FINAL RELEASE AND SETTLEMENT AGREEMENT, AND THAT SUCH PARTY HAS DONE SO OF FREE G WILL AND ACCORD WITHOUT RELIANCE ON ANY REPRESENTATION OF ANY KIND OR CHARACTER NOT EXPRESSLY SET FORTH HEREIN. SIGNED in multiple originals as set forth below. SPITZE//R & ASSOCIATES, INC. By: Its PRIME STRA/TE IES, INC. By: tsar«-Iwo`G/C'�tr�t Its t,. ; 0 t; APPROVED AS TO FORM FRITZ, BYRNE, HEAD & HARRISON, L.L.P. Christopher D. Atwell State Bar No. 01424400 98 San Jacinto Blvd'., Suite 2000 Austin, Texas 78701 Telephone: (512) 476-2020 Fax: (512) 477-5267 Attorney for Spitzer & Associates, Inc. OF DAVID P. CRIST DaV Y t st /Pli State Bar N . Ex res 7200 Mopac sway North, Suite 440 Austin, Texas 78731 Telephone: (512) 794-8566 Fax: (512) 346-5426 Attorney for Prime Strategies, Inc. 1472 PRIME STRATEGIES, INC. 1508 S LAMAR BLVD AUSTIN, TX 78704 (512)445-7074 PAY TO THE ORDER OF. 0-7 32-1797-1110 DATE O TEXAS CAPITAL BANK' Has, Texas nT FOR---- ----------------- u'❑000 L47 2u' 1: L L 10 L?9?9': 40 L 100 504 II' 71 4' l I L.V V I