HomeMy WebLinkAboutExhibit 1SETTLEMENT AND RELEASE AGREEMENT
WHEREAS, Leo A Daly Company ("Daly") and Timothy Haahs & Associates, Inc.
("Haahs") designed four parking garages located at Marlins Stadium in Miami, Florida
("Garages") for the City of Miami, Florida ("City"), (collectively, .Daly, Haahs and the City
may be referred to as "Parties"); and
WHEREAS, the City has asserted claims against Haahs and Daly concerning the
design of the Garages; and
WHEREAS, Haahs, Daly and the City have amicably resolved the claims which
the City may now have relative to the Garages, but only as provided herein.
NOW THEREFORE, in consideration of the total sum of $2,147,208.87 and other
good and valuable consideration, the receipt and sufficiency of which the City hereby
acknowledges, the City, does hereby release, remise, discharge, and acquit the other
Parties, including all officers, directors, representatives, employees, professionals,
affiliates, predecessors, successors, insurers, agents, consultants, subconsultants, and
assigns of and from any and all claims, demands or causes of action which the City
ever had, or now has, against the other Parties arising out of, or related to, defects in
the soffit beams of the Garages and corrected through Architectural Supplemental
Instructions numbers 16, 21, 22 and 23 ("Released claim").
It is understood that this Settlement and Release Agreement ("Agreement")
represents a complete and full compromise of all claims which exist as to the Released
claim only, and that nothing in this Agreement is or shall be construed as an admission
of liability by any Party hereto. The City expressly represents that it is not aware at this
time of any other defects or deficiencies other than the Released Claim which would or
could be the responsibility of Daly or Haahs and the City acknowledges that Daly and
Haahs are relying upon this representation to enter into this Agreement.
It is expressly stated herein that Haahs, Daly and the City have had the benefit of
their respective attorneys and that Haahs, Daly and City fully understand the terms of
this Agreement and that, by signing below, Haahs, Daly and the City are making a full
and final settlement in resolution of the Released claim only, as it now exists against
persons, parties, municipalities, corporations and insurance companies hereby released
in connection with this Agreement and more specifically described above. Further, Daly
and Haahs do hereby release, remise, discharge and acquit each other, including all
officers, directors, representatives, employees, professionals, affiliates, predecessors,
successors, insurers, agents, consultants, sub -consultants and assigns of and from any
and all claims, demands or causes of action which Daly and Haahs ever had or now has
against the other arising out of or related to the Released Claim.
This Agreement constitutes the entire agreement among the Parties regarding
the subject matter hereof and may not be amended or modified except in writing signed
by each of the Parties. In the event any of the Parties files any litigation or claim with
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respect to the subject of this Agreement, the prevailing party shall be entitled to recover
all costs incurred as a result thereof, including reasonable attorney's fees.
This Agreement is a joint product of the respective Parties and may not be more
strictly construed against any Party. The Parties acknowledge, agree and stipulate that
all of the above terms and conditions have been freely bargained for, and each Party is
foregoing certain rights and assuming duties and obligations which but for this
Agreement, would not have been released or assumed. Accordingly, the Parties agree
that this Agreement is fully and adequately supported by reasonable and adequate
consideration and that the Parties have had opportunity to consult with and have in fact
consulted experts of their choice as they may have desired, and that they have had the
opportunity to discuss this matter and the matters which are the subject hereof, with
counsel of their choice.
IN WITNESS WHEREOF, .the Parties by their duly authorized representative
have executed and sealed this Settlement and Release Agreement entered into this
day of , 2012.
Each signatory hereto represents that he/she is authorized by the entity on behalf
of which he/she is acting to enter into the agreements and covenants contained herein
and to bind the entity which each represents.
CITY OF MIAMI, a Florida municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Johnny Martinez, City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Management Director
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LEO A DALY COMPANY ATTEST:
By: By:
Its: Its:
Date: Date:
TIMOTHY HAAHS & ASSOCIATES, INC.
By:
Its:
By:
Its:
Date: Date:
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ATTEST: