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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 Page 1 of 3 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 Page 2 of 3 LEO A DALY COMPANY ATTEST: By: By: Its: Its: Date: Date: TIMOTHY HAAHS & ASSOCIATES, INC. By: Its: By: Its: Date: Date: Page 3 of 3 ATTEST: