Settlement Agreement and Release with Ric-Man International, Inc20 l l 32 q 5 q
SETTLEMENT AGREEMENT AND RELEASE FEB 0 3 7P➢93
THIS SETTLEMENT AGREEMENT AND RELEASE (this "Agreement") .is entered into as
of the day of 2023 by and between RIC-MAN INTERNATIONAL, INC.
(hereinafter referred to as "RMI"), and the CITY OF MIAMI BEACH, FLORIDA (hereinafter
referred to as the "City").. The parties hereto (the "Parties") agree as follows:
,RECITALS
- WHEREAS, RMI and the City entered into that certain Design/Build Agreement pursuant
to Request for Proposals No. 2015-133-YG, dated June 10, 2016 (the "DB Agreement") in the
amount of $18,061,646 plus $1,300,000 owner's contingency for a total of $19,361,645.95,
pursuant to which RMI would provide design -build services for the project known as the
"Neighborhood No. 8 Central Bayshore South Right -of -Way, Infrastructure Improvement" (the
"Project"); and
WHEREAS, on July 14, 2016, Notice to Proceed (NTP) No. 1 was issued directing RMI to
start the pre -construction work including engineering design and permitting.
WHEREAS, In February 2017, RMI began construction activities related to water main
scope of work, including sidewalk replacement, and road reconstruction from Dade Boulevard to
34t' Street and milling and resurfacing and striping from Dade Boulevard to 2811 Street; and.
WHEREAS, the stormwater design reached a 60% level and encountered challenges in
meeting the specified design criteria and consensus from the community, on road raising; and
WHEREAS, on June 2, 2017, the City advised RMI that design work related to stormwater
and right-of-way infrastructure scope of work of the Project should be suspended; 'and
WHEREAS, RMI was to proceed with all construction activities associated with the water
main scope of work; and
WHEREAS, on December 10, 2020, the City exercised its right to terminate the
Agreement for convenience pursuant to its terms; and
WHEREAS, RMI has made claims against the City for reduced bonding capacity and
unabsorbed office overhead costs and expenses allegedly incurred by RMI during the period
between the date of the suspension notice and the effective date of the termination for
convenience; and
WHEREAS, the City has denied any liability to. RMI for the alleged damages; and
WHEREAS, to avoid the costs and uncertainties of litigation, the Parties are desirous of
resolving all claims and disputes between themselves, on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in exchange for the good and valuable consideration more
particularly set forth herein, but without admission of any liability, fault or wrongdoing, the Parties
agree as follows:
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1. Recitals. The above recitals are true and correct and are incorporated herein by this
reference. Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the DB Agreement.
2. Reoresent6tion. This Agreement is entered into voluntarily by the Parties who
stipulate and agree that they are under no duress or undue influence. The Parties represent that
in the execution of this Agreement, they had the opportunity to consult legal counsel of their own
selection with respect to the execution this Agreement.
3. Settlement. Payment. Within thirty (30) days of the Effective Date of this Agreement,
the City agrees to pay, and RMI agrees to accept, the total sum of Nine Hundred Fifty Thousand
Dollars and Zero Cents ($950,000.00) (the "Settlement Proceeds".), by check, as a full and final
settlement between the Parties of all claims raised, or that could have been raised, by RMI
pursuant or in relation to the DB Agreement.
4. Release. RMI, for itself and on behalf of its Consultants, all Subcontractors, all
Design Subconsultants and all material suppliers at every tier, hereby remise, release, acquit
and forever discharges the City, its attorneys, representatives, officers, employees and agents
from any past, present and future claims, actions, causes of action, demands, rights, damages,
costs, losses, expenses, compensations and obligations which exist or which may hereafter
accrue, whether known or unknown, whether foreseen or unforeseen, whether matured or not
mature, whether discovered or undiscovered, and the consequences thereof, having resulted,
resulting or to result from any or all of the following:
-- --._-------a=--RMI's-performance-of-any-work-pursuant-to-the DB-Agreement; -
b. the City's suspension of work pursuant to the DB Agreement;
C. the City's termination of the DB Agreement;. and
d. any and all claims for attorney's fees (including paralegal fees) and costs in any
way related to any of the foregoing.
5. `Warranty of 'No -Assignrfient, Satisfaction :of Third -Party Interests: RMI
represents; warrants; and certifies that it has not in, any manner assigned, -pledged or otherwise
voluntarily or involuntarily disposed of or transferred to any person or entity any interest in any
claim(s), actions, causes of action, suits, damages, losses, judgments, executions, demands,
liabilities, obligations,. responsibilities, liens, expenses, costs and attorney's.fees raised by RMI
and/or referenced in this Agreement (collectively, "Claims"), and if any person or entity has any
interest in any such Claim, RMI will fully satisfy and discharge such person or entity's interests
from the Settlement Proceeds payable by the City pursuant to this Agreement. RMI will hold
harmless. and indemnify the City from and for any and all actions, causes of action, damages
and costs, including reasonable attorneys' fees, incurred in defense of or in settlement of all
actions, causes of action, suit or suits, or demands, by any third party whose interest in any
Claim is not fully, satisfied and discharged by RMI.
6. No.:Admissior of.Liability; RMI acknowledges and agrees that any payment by
the City pursuant to this Agreement, and/or any other act, representation, inaction or silence by
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the City is not to be construed as an admission of liability but is made to protect the interest of
the City and to avoid litigation -and the expense thereof.
7. Effective. Date,, The Effective Date of .this Agreement shall be the date upon
which the second Party to -sign has affixed the signature of its representative to the Agreement
and delivered an executed copy to the other Party.
8. .Entire -Agreement. This Agreement constitutes the sole and entire agreement
between the Parties and ,supersedes all prior and contemporaneous statements, promises,
understandings or agreements, whether written ror oral.
9. Amendments. This Agreement may be amended, modified or altered at any
time upon the approval of the Parties; however, any such amendment must be in writing and
signed by all Parties in order#or such amendment to'be of any force and effect.
10. Partiabanvalidity. In the event that any provision of this Agreement is declared
by any court of competent jurisdiction or any administrative judge to be void or otherwise invalid,
all of the other'terms, conditions_ and provisions of this Agreement shall remain in full force and
effect to .the same extent as if -that, part declared void or invalid had never been incorporated in
the Agreement and in such form,.the.'remainder of the Agreement shall continue to be binding
upon the Parties.
11. Applicable Law. This Agreement shall be subject to and governed by the laws
M _ T of the State of Florida, without regard to conflict of law rules.
12. Counterparts, This Agreement may be signed and executed in one or more
counterparts, each of which shall be deemed an original and all of which together shall constitute
one Agreement. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or email shall be effective as delivery of .an originally executed counterpart of .this
Agreement.
13. No Adverse Construction. The Parties acknowledge that this Agreement has
been prepared by ,each..of them. In the event any part of this Agreement is found to be
ambiguous, such. ambiguity shall not be construed against either of the Parties.
14. Further Acts. In addition to the acts recited in this Agreement, the Parties agree
to perform, or cause to be performed on the date of this Agreement,`or thereafter,, any and all
such further acts as : may be reasonably necessary to consummate the transactions
contemplated hereby.: Each of the Parties agrees that it will execute and deliver all such
documents and instruments, as may be necessary and appropriate to effectuate the terms of this
Agreement.
[BALANCE OF PAGE IS INTENTIONALLY BLANK.]
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15. Authority. Each person(s) executing this Agreement as an agent or in a
representative capacity further warrants that he or she is duly authorized to do so.
The Parties have executed this Agreement as of the date set forth below.
IN WITNESS.. WHEREOF, the parties hereto have caused this Settlement Agreement
to be executed in their names by their duly authorized officials as of the date first set forth above.
ATT
EST:7W
FEB 0 3 20?.3
Rafael E.
Granado, City
Clerk
ATTEST:. •
';, =1NCORP�ORATED'
t
CITY OF I BEACH, FLORIDA
Dan Gelber
Mayor
RIC-MAN INTERNATIONAL, INC.
Print Name
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
-�� 1 /17/23
C AnAtiW y DW*