Settlement Agreement and General Release 2o1Se- aloy1
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release("Agreement") is entered into and effective this
day of October, 2017 (the "Effective Date"), by and between (i) Pure Technologies U.S. Inc.,
("Pure")and(ii)The City of Miami Beach(the"City")(each,a"Patty"and collectively,the`Parties").
RECITALS
A. On February [7, 2016, the City and Pure entered into that certain Professional
Architectural and Engineering Services Agreement, Contract No. 14-346-30(the"Services Agreement"),
pursuant to which, Pure agreed to provide certain Architectural and Engineering services(the"Services")
to the City under Consultant Service Orders issued thereunder.
B. On February 13,2017, the City sent Pure a letter(the"Default Letter")notifying Pure that
the City was unsatisfied with Pure's performance of the Services pursuant to Consultant Service Order
Nos. 1 and 2, and notified Pure that, pursuant to Article 10 of the Services Agreemert, the City
considered Pure to be in default;
C. On March 6, 2017, Pure provided a response letter to the City's addressing the concerns
described in the Default Letter and on March 10, 2017, certain members of Pure's senior management
met with the City to discuss an amicable solution to the dispute;
D. On April 28, 2017, Pure and the City agreed to terms for a settlement of the dispute
described herein; and
E. The parties hereto(the "Parties")have agreed to enter into this Agreement to memorialize
their agreement to settle the dispute on the terms and conditions set forth herein.
I. AGREEMENT
WHEREFORE, in consideration of the foregoing Recitals, and the following terms, covenants
and conditions of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Settlement—Upon the execution hereof:
a. In consideration hereof and for the Services performed by Pure under the Services
Agreement, the City will pay Pure $110,000.00 in the form of immediately available funds within 30
(thirty) days of the Effective Date ("Final Payment"). Pure's receipt of the Final Payment will
constitute full accord and satisfaction of any and all invoices or claims brought or asserted by or
on behalf of Pure or which could have been brought or asserted by Pure, arising out of or relating
to the Services Agreement and any goods and/or Services provided by Pure to the City through
and including July 31, 2017. Pure specifically waives any claim for or entitlement to any
compensation relating to or otherwise arising out of the Services Agreement and/or any goods or
Services provided by Pure to the City through July 31,2017.
b. Pure will provide the City with a 25% discount on all invoiced future services provided
by Pure to the City, without regard to the nature or type of services to be provided by Pure, or
whether any such services are purchased pursuant to the Agreement, or are procured pursuant to any
separate agreement between Pure and the City("future Services"); up to a total discounted amount of
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$110,000.00. Notwithstanding the preceding, City shall have no obligation to assign or award any
Future Services to Pure,and any such Future Services shall be assigned or awarded by the City,at its
sole and absolute discretion.
2. Representations and Warranties of the Parties — Each of the respective Parties
represents and warrants as follows to the other Party, knowing and intending that such other Party is
relying hereon in entering into this Agreement:
a. In each case,assuming the due execution and delivery by each of the Parties hereto, this
Agreement constitutes the legal, valid, and binding obligation of each of the Parties, enforceable
against each Party.
b. Neither the execution and delivery of this Agreement nor the const.mmation or
performance of the Settlement contemplated hereby shall breach (i) any provision of the charter or
organizational documents of either Party or contravene any resolution adopted by the board of
directors,commissioners,members or similar governing body,(ii)breach any applicable law or order,
injunction,judgment, decision, finding, decree, ruling, assessment or arbitration award ("Order") to
which either of the Parties is subject or give any other individual, partnership (general, limited or
limited liability), corporation, limited liability company,joint stock company, trust, unincorporated
association,joint venture government or other entity (collectively, "Person") the right to challenge
this Agreement or the settlement contemplated hereby, or(iii) breach any provision of or give any
Person the right to declare a default or exercise any remedy under any contract or agreement to which
either Party is a party or by which it is bound.
G. Neither of the Parties is required to give any notice to or obtain any consent from any
Person in connection with the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.
3. Termination of Services Agreement —The Parties agree that, upon the Effective Date,
the Services Agreement shall terminate and be of no further force or effect, and that upon the Effective
Date each party waives any and all rights it may have under such Services Agreement.
4. NOT USED.
5. Mutual Release— Subject to and contingent upon Pure's receipt of the Final Payment
from City, and City's receipt of the discounts for Future Services set forth in Section 1(b)above,each of
the Parties, for themselves and their respective successors, heirs, and assigns, do each hereby absolutely
and forever release and discharge the other respective Party (and all of such Party's shareholders,
directors, officers, affiliates, subsidiaries, employees, attorneys and agents, and its and their successors
and assigns),from any and all claims that either of the Parties had,now have,or may at any time hereafter
have against any the other Party for or because of anything arising directly, indirectly, or in connection
with,the Services Agreement or any of the Services provided thereunder.
6. Non-Disparagement - The Parties each agree to refrain from taking any, action or
making any statements, written, oral or electronic, which disparage or defame the goodwill or reputation
of the directors,officers,and employees of the other Party.
7. Miscellaneous
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a. No Admission of Liability - The Parties accept the terms of this Settlement
Agreement and General Release, and have agreed to its terms solely for their own convenience,
without admitting any liability with respect thereto.
b. Captions—The division of this Agreement into sections and clauses and the insertion
of headings and captions are for convenience of reference only and will not affect the construction or
interpretation of this Agreement.
c. Severability—Any provision of this Agreement that may be found to be unenforceable
pursuant to the laws of any applicable jurisdiction will, as to such jurisdiction, be ineffective only to
the extent of such unenforceability or prohibition without invalidating the remaining terms and
provisions hereof.
d. Governing Law—This Agreement will be governed by and interpreted in accordance
with the substantive laws of the State of Florida without regard to Florida's principles of conflicts of
laws.
e. Fully Informed Parties—The Parties expressly acknowledge that this Agreement is an
important instrument with serious legal consequences, and represent and warrant that each of them
has had a full and fair opportunity to consult with legal counsel of their own choosing concerning this
instrument; they have carefully reviewed and understand the provisions of this Agreement; and they
are fully aware of and understand this Agreement's contents and its legal effect and consequences. In
the event a dispute concerning the language of this Agreement arises,this Agreement shall be deemed
to have been drafted jointly by the Parties and their respective counsel,and the terms,covenants and
conditions of this Agreement and all other documents executed in connection herewith shall be
construed only according to their fair import without any regard as to who drafted all or portions of
this Agreement.
f,
Voluntary Agreement. Each party hereto acknowledges that it or he enters into this
Agreement freely and voluntarily and is not acting under coercion,duress,economic compulsion, nor
is entering into this Agreement because of any supposed disparity in bargaining power; rather, each
party is freely and voluntarily signing this Agreement for his or its own benefit.
g. Binding Effect—This Agreement will be binding upon and inure to the benefit of the
parties and their respective heirs,administrators,executives, successors and assigns.
h. Further Assurances—The parties hereto will do all such further actions and execute all
such further documents as arc necessary and proper to effectuate the intents and purposes of this
Agreement.
i. Number and Gender— Common nouns and pronouns will be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the person may in the context
require.
j. Entire Agreement--This Agreement, including the exhibits attached hereto, sets forth
the entire understanding of the parties with respect to the subject matter hereof,and no modifications,
additions or undertakings will be enforceable unless contained in a subsequent written agreement
signed by the parties hereto. The Recitals are hereby incorporated by reference to this Agreement.
k. Counterparts — This Agreement may be executed simultaneously or in two or more
counterparts, each of which will be deemed an original and all of which, when taken together,
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constitute one and the same document. The signature of any party to any counterpart will be deemed
a signature to,and may be appended to,any other counterpart.
I. Fees — Each party will bear its own expenses in connection with the transactions
contemplated by this Agreement, including expenses of legal counsel.
m. Notices—All notices and other communications pertaining to this Agreement will be
given, delivered or otherwise properly provided if either(I) hand-delivered, (2)sent by a recognized
overnight courier service (including FedEx), with receipt acknowledged, or(3) sent by registered or
certified mail,return receipt requested,with first class postage prepaid,addressed as follows:
If to Pure: Pure Technologies U.S.Inc.
8920 State Route 108
Columbia,Maryland 21045
Attention:Robert W.Barlett,Esq.
Email:robert.barlett@puretechltd.com
If to Customer: Public Works Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach,FL 33139
Email: JayFink@miamibeachtl.gov -
Attentiom lay Fink,Assistant Director
n. Warranty of Capacity to Sign. Each person executing this Agreement hereby warrants
and represents to the others that he or she is the duly authorized representative of the party for which
he or she acts and he or she has the power and authority to execute and deliver this Agreement and
any other document executed in connection herewith on behalf of himself or herself and/or the
designated entity or entities.
o. No Other Parties With Interest. The Parties represent and warrant that (a) no other
person or entity has any interest in the disputes, claims, demands, obligations, or causes of actions
referred to in this Agreement, except as otherwise set forth herein; (h)they have the sole right and
exclusive authority to execute this Agreement; and (c) they have not sold, assigned, transferred,
conveyed, or otherwise disposed of any of the rights, disputes, claims, demands, obligations, or
causes ofactions referred to in this Agreement.
Signatures Appear on Following Page
a
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
PURE TE F i')0 i ES U.S. INC.
BY Ail . ` 'A
•
Name.M;Or.4.t\ �E. . • n5 Ic a.
Title' Sot Vlae er&den Y.
CITY OiMIAMI BE'tit
-'� .�
BY
Jimmy i orales, Manager
Attested:
' ILe 2 'q APPROVED AS TO
. O
Rafael Eranado V E"t Ch,( \ FORM&LANGUAGE
City Clerk
\ &FOR EXECUTION
4- 17 C
GltyAttomey 14 Date
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