HomeMy WebLinkAboutSettlement Agreement and Release
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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made and entered into
this Ir+-t' day of ~bee, 2006 by and between EDA W, Ine.., a Georgia
corporation (hereinafter "EDA W"), and the CITY OF MIAMI BEACH, Florida, a
municipal corporation (hereinafter "CITY").
RECIT ALS
A. The Parties desire to settle all claims and disputes arising out of the work
performed by EDA Wand its sub.consultants, as well as any and all delays or
other claims for the Flamingo South Right of Way Improvements Project (BP.
lOA); the Lummus Right of Way Improvements Project (BP-10B); the
Flamingo North! East! West right of Way Improvements Project (BP-10C);
the Star, Palm & Hibiscus Right of Way Improvements Project (BP-13A); the
Flamingo Park Project; and the Botanical Garden Project; regardless of
responsibility, as was required as part of these City of Miami Beach Projects
("Projects").
B. A termination for convenience was issued by the City for the Projects on
September 26, 2006, as referenced in the Notice of Termination letter issued
by the City.
C. EDA Wand the CITY desire at this time to amicably adjust and forever settle
. EDA W's claim against the CITY arising out of any work performed by
EDA W andlor its sub-consultants on the Projects.
D. The CITY makes the following payment for any and all claims for the agreed-
upon amount due and owing at the time of the termination for convenience.
PAYMENT
1. The CITY shall cause to be paid to EDA W the sum of $268,115, within thirty
(30) days of the execution of this Agreement. This payment shall represent full and final
settlement of all of EDA W's claims for damages, as specifically enumerated herein,
against the CITY. The release and all other conditions of this Agreement are contingent
upon payment of said amount and the delivery by EDA W of all documents, as referenced
in the Notice of Termination letter. Payment shall be made by delivering a check payable
to EDA vi Inc, 817 West Peachtree St.. Suite 770, Atlanta, Georgia 30308.
RELEASE
2. EDA W hereby releases, acquits and forever discharges the CITY, including
any officers, directors, emplbyees, agents and attorneys, its heirs, executors,
administrators, associates, representatives, successors and assigns, from any and all past,
present and future claims, demands obligations, damages, costs, expenses, actions and
causes of actions, and whether for compensatory, punitive damages, or other damages
arising from or relating to any and all known and unknown, foreseen and unforeseen
damages relating to the work on the above-referenced Projects. EDA W further agrees to
hold the CITY, including any officers, directors, employees, agents and attorneys, its
heirs, executors, administrators. associates, representatives, successors and assigns,
against any claim, loss, damage or expense brought in connection with the construction
of the aforementioned Projects.
3. The CITY, a municipal corporation, hereby releases, acquits and forever
discharges EDA W, including its affiliates and insurers, directors, officers, employees,
agents and attorneys, together with its heirs, executors, administrators', associates,
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representatives, successors and assigns, from any and all past, present and future claims,
demands, obligations, damages, costs, expenses, actions and causes of actions, and
whether for compensatory, punitive damages, or other damages arising from or relating to
work on the above-referenced Projects.
DENIAL OF LIABILITY
4. It is understood and agreed that payment of the consideration expressed above
is not an express or implied admission of negligence, misconduct, responsibility or
liability on the party of the CITY or EDA W, and that the CITY and EDA W expressly
and specifically deny all such claims. Such consideration is being paid in order to
compromise disputed claims so that the parties may forever avoid the expense,
uncertainties and hazards of litigation.
ADDITIONAL DOCUMENTS
5. The parties agree to cooperate fully and execute any and all supplementary
documents and to take all additional actions which may be reasonably necessary or
appropriate to give full force and effect to the basis and intent of this Settlement
Agreement and Release. EDA W expressly agrees to provide final releases from all sub-
consultants. EDA W's responsibility is to assemble and deliver documents to the City, as
referenced in the Notice of Termination letter dated September 26,2006.
ENTIRE AGREEMENT AND SUCCESSORS IN INTERESTS
6. This Settlement Agreement contains the entire Agreement between the parties.
This Agreement replaces any prior or contemporaneous written or oral representation or
understanding about the settlement. This Agreement may not be changed except in
writing signed by the Parties, or their respective attorneys. This Agreement shall be
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binding on and shall inure to the benefit of the respective successors and assigns, if any,
of each party.
GOVERNING LAW
7. This Agreement is being consummated in the State of Florida and the
performance by the parties hereto is in the State of Florida. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. The
venue for any legal proceeding of any nature brought by either party against the other to
enforce any right or obligation under this Agreement, or arising out of any matter
pertaining to this Agreement, shall be in Miami-Dade County, Florida.
8. The Parties warrant to each other that they have read this Settlement
Agreement and that they understand that this Agreement is a full and final release of all
claims by and between EDA W and the City, and that each has been represented by
counsel before signing this Settlement Agreement.
9. This Release and Settlement Agreement contains the ENTIRE AGREEMENT
between the parties hereto and the terms of the Release aTe contractual and not mere
recital.
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and date first written above.
EDA W Inc.
Attest:
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/ J Secretary
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Print Name
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Leonardo Alvarez
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STATE OF GEORGIA
COUNTY OF Fulton
The foregoing instrument was acknowledged before me this 2 day of October,
2006 by Leonardo Alvarez as Vice President of ED A W Inc., who is personally known to
me or who has produced Driver's License (type of identification).
Name: BUIoJO..l fLU ~ uJ1\fflW
Geraldine Lawrence
Notary Public - State of Georgia
My Commission Expires: ;iQ p/.e~ 5 J 2/51)9
Witness:
CITY OF MIAMI BEACH
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
v.v-~ ~ -
ity Manager ~
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Print Name
APPROVED AS TO
FORM & LANGUAGE
'. & FOR EXeCUTION
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Print Name
The foregoing instrument was 31f~owledged before me this I (J'I1 day of CJ:--ft::bey
2006 by ;t;rge. Gi;nw.i{z.. as Maf\.ag<< ofthe City of Miami Beach,
who is personally known to me or who has produced (type of
identificatIon).
4)'" MllUMM.MEAIC)
; : MY COMMISSION , DO 2113315
. . EXPIREs: NlMrmIr 15, 2007
~Tlwu-'PIIIIlc~
Name: ~
(Print Name)
Notary Public - State of Florida
My Commission Expires:
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1 e MIAMI BEACH
CIty of MIami hoch. 1700 <:on.,.nflon c.m... Ori~. Miami Beach. Flarida 33139. www.miamib.achR,p
CAPITAl IMPROVEMENT PROJECTS OFFICE
T.I: 3~3..7071. FQlI: 305-673-7073
September 26, 2006
Mr. Leonardo Atvarez. ASLA, AlA
Managing PrIncipal
EDAW Inc.
817 West Peachtree Street, Suite 770
Atlanta, Georgia 30308
Subject: Termination for Convenience of AlE Agreements
VIA C.rttn.d Mall,
Retum Receipt Requested
Fax 4CM.170.851O &
Electronic M1111-leoaJvareZ@edaw.com
Reference Projects: Flamingo South Right of Way Improvements (BP-10A)
Lummus Right of Way Improvements (BP-i0B)
Flamingo North I East I West RIght of Way Improvements (BP-1 DC)
Star, Palm & Hlbfscus Right of Way Improvements (BP-13A)
Flamingo Park
Botanical Garden
Dear Mr. Alvarez,
In accordance with the "Termination of Agreement" article. of the respective Professional AlE
Service Agreements for the above-referenced Projects. the City Is hereby provic:Ilng Notice of its
intent to Tanninale for Convenience the contracts for the Projects. The effective date of
Termination shall be fourteen (14) days from the date of this Notice. This Is In further accordance
with recentty completed negotiations, between EDAW and City staff, In which the parties agreed to
a settlement amount of $268. 115 In full and final settlement for pmvtousJy completed wot1( on the
referenced Projects.
As part of the Termination, and as a condition of the above settlement. the preparation and
submittal of cfose-out documents for the referenced Projects wiD be needed from your firm as
follows:
FlAMINGO I LUMMUS NEIGHBORHOOD PROJECTS
Survey Related Items - Flamingo South. Lummus. and Flamingo NorthIEastIWest (Bid Packs A,
B. & C. respectively)
· Two full-size (22-inch x 34-inch or 24-inch x 36-lnch) signed and sealed sets of survey
drawings.
· One electronic copy of all surveys drawings with a complete listing of layers. line weights
and pertinent print fLle detalls. All aldamal references should be linked and functional.
Contract Documents - Flamingo South and Flamingo NorthlEasfIWest (Lummus was previously
submitted)
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EDAW T8Imlnatlon for Convenience
September 25, 2008
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· One full-slze (22-inch x 34-inch or 24-inch x 36-inch) set of reproducible design drawings.
It Is anticipated that these drawings are between 60% and 90% complete, which matches
your Inwlces. (Plans for lunvnus were previously provided.)
· One electronic copy of all design drawings with a complete listing of layers, line weights
and pertinent print file details. All external references should be linked and functional.
· One reproducible 8-112-inch x 11-inch set of centrad specifications.
· One electronic copy of all contrad specifications.
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Design Related Items - Ramingo South, lummus, and Flamingo
NorthIEastlWest
· One bound copy of geotechnical data consisting of percolation tests and pavement cores
Including any geotechnical analyses, reports, and key maps Identifying the design
professional's findings with recommendations and/or conclusions.
· One bound copy 01 underground utility location (SoftOIg) data including sketches and maps
with any accompanying reoornmendatlons.
· One bound copy of all c:alcuJatlons supporting the design of each discipline of work. It Is
antlclpated that this wllllnc:Jude ston'nwater, pavement, electric, and Irrigation desIgn.
· One copy of all drawing markups forwarded by utility owners noting record conditions of
their existing utilities. It is anticipated that utility owners will incfude FPL, TecolPeople's
Gas, Bell South, Charter Communications, and MC!.
· One electronic copy of your latest detailed cost estimates with line Item breakdowns of the
estimated quantities and unit costs, whJch substantiates the estimated construction costs.
COrTHpondence - Flamingo South, lummus, and Flamingo NorthlEastlVVest
· One copy of all project related correspondence, boxed and labeled, between EDAW and
Its team members, City of Miami Beach, suppliers, residents, and busInesses during the
design phase of the project.
· One bound copy of all pennits applications and minutes of pre-appllcation meetings with
the pertinent regulatory agencies and applicable review boards. It Is anticipated that this
will Include storm water and tree removal permit applications from the MiamI-Dade
Department of Environmental Resource Management, a water main construction permit
application from the Mlami-Dade Health Department, preUminary meetings with MiamJ-
Dade Public Works Department-Traffic, and a preliminary review before the Miami Beach
Historic Preservation Board.
STAR, PALM & HIBISCUS NEJGHBORHooD PROJECTS (BP-13A)
Smvey RerMed Items
· One tulJ..size (22-lnch x 34-lnch or 24-lnch x 36-inch) signed and sealed set of survey
drawings.
· Any available electronic copy of survey drawings with a complete listing of layers. line
weights and pertinent print file details. All external references should be linked and
functional.
w. CIlW comm,lIed It> P'Owd"'g excen..", (X,bloc ~rV/(;" ond ~ol"ty lO o~ 2ti h-.e. ..ofl, end play m our .;r"on', ,.-op'col. ft,.'O"c c"'"''''vn,~.
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EDAW TermInation for Convenience
September 25, 2006
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. One set of reproducible survey field notes In support of the survey.
Contr1lct Documents
. One full-size (22-inch x 34-inch or 24-inch x 36-inch) set of reproducible design drawings.
It Is anticipated that these drawings are between 30% and 60% complete.
. One electronic copy of all design drawings with a complete listing of layers, line weights
. and pertinent print file details. All external references should be linked and functional.
. One reproducible 8-1/2-lnch x 11-inch set of contract specifications.
. One electronic copy of all contract specifications.
Design Related Items.
. One bound copy of geotechnical data consisting of percolation tests and pavement cores
Including any geotechnical analyses, reports, and key maps identifying the design
professional's findings with recommendations andlor conclusions.
. One bound copy of underground utility location (SoftDlg) data Including sketches and maps
with any accompanying recommendations.
. One bound copy of all calculations supporting the design of each discipline of work. It Is
anticipated that this will Include stormwater, pavement, elecb1c, and irrigation design.
. One copy of all drawing markups forwarded by utility owners noting record conditions of
their existing utilities.
. One electronic copy of your latest detailed cost estimates with Une Item breakdowns of the
estimated quantities and unit costs, which substantiates the estimated construction costs.
Conwspondence
. One copy of all project related correspondence, boxed and labeled, between EDAW and
Its team members, City of Miami Beach, suppUers, residents, and businesses during the
design phase of the project.
. One bound copy of all pennlts applications and minutes of pre-appllcatlon meetings withithe pertinent regulatory agendes and applicable review boards.
FLAMINGO PARK
From Task 1 PI.nnJng Services:
. All design related and correspondence items produced during the time the contract was in
place, such as meeting and workshop minutes, graphiC Images and boards, budget level
costs estimates, alternative design concepts, visioning session inputs, spreadsheets,
electronic files. and presentation I handout materials.
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September 25, 2006
Page" of4
BOTANICAL GARDEN
From Task 1 Planning Services:
· All design related and correspondence Items produced during the time the contrad was In
place such as meeUng and workshop minutes. graphic Images and boaras. budget level
costs estimates. altematlve design concepts, visioning session Inputs. spreadsheets,
electronic files. and presentatlon I handout materials.
Additionally. In conjunction with the assembly and deUvery of the abovH8ferenc:ed documents to
the City's C.pitlll Improvement Projects (CIP) office. p.... exeaJte the ttne (3) original copies of
the Settlement Agreement and Release attached hereto. Upon receipt of the documents
requested In the Nob, a8 wen as the executed SettJement Agl88ments. the City will provide )'Ou
with . fully executed original, the CIty's check, In the amount of $268:115. In full and final
settlement of this matter.
Pleas. don't hesitate to contact me should you have any questions or concerns regarding this
notice.
r
I ~o E.Chartr.and
V Director, Capital Improvement Projects Office
Copy: Rhonda Montoya Hasan, First Assistant City Attomey
Jorge C. Cano, P .E., Assistant Director - CIP OffIce
Carla Dixon, Capital Projeds Coordinator
Nury MenlaJcci. Capital projects Coordinator
Gus Lopez, Procurement OMslon Director
Bert VIdal, P.E., Hazen & Sawyer Program Manager
Rick Sa/trick. P.E.. Hazen & Sawyer Deputy Program Manager
P:~lIIOIIIrhnd\EOAW TennlnallOll tar CGnwnIenoe Nob ~doc
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ce MIAMI BEACH
City of Miami leach, 1700 Conwnlion Center Drive, Miami Beoch, Florida 33139, www.miomibeochR.gov
CAPITAL IMPROVEMENT PROJECTS OFFICE
Tel: 305-673.7071, fax: 305-673-7073
October 23, 2006
Mr. Leonardo Alvarez, ASLA, AlA
Managing Principal
EDAW Inc.
817 West Peachtree Street, Suite 770
Atlanta, Georgia 30308
VIA Certified Mail,
Fax 404.870.6590
Electronic Mail- leoalvarez@edaw.com
Subject: Executed Settlement Agreement and Release
Reference Projects: Flamingo South Right of Way Improvements (BP-1 OA)
Lummus Right of Way Improvements (BP-10B)
Flamingo North I East I West Right of Way Improvements (BP-10C)
Star, Palm & Hibiscus Right of Way Improvements (BP-13A)
Flamingo Park
Botanical Garden
Dear Mr. Alvarez,
Attached please find an executed copy of the subject Agreement for your records. Thank you for
your cooperation in working with our office to finalize negotiations in time for the October
commission meeting. We would appreciate your personal attention to ensure that the delivery of
all project documents to the City of Miami Beach be expedited, as referenced in the Notice of
Termination letter, a copy of which is also enclosed. In terms of priority, we would prefer that the
Flamingo I Lummus projects 10-B, 10-A and 10C be expedited.
At this time, we will proceed to request a check, payable to EDAW, in the amount of $268,115,
representing full and final settlement of all conditions, as referenced in the Agreement and the
previous Notice of Termination letter. Upon receipt of these documents, we will release the check
for payment. Kindly advise when we might expect to receive these documents.
Should you have anJ-questions. please don't hesitate to contact me.
I since1 ,---- -)
I~
.. Jo g E. Chartrand .
: Dj ctor, Capital Improvement Projects Office
l.
Enclosures
Copy: Jorge C. Cano. P.E., Assistant Director - CIP Office
F'\CAPI\$aUIChartrand\EDAW Executed Agreement doc