SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT
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This Settlement Agreement (this "Settlement Agreement") IS entered into, by and
among the following:
(a) C.C. Pace Resources, Inc. ("C.C. Pace"), a Virginia corporation, and
(b) the City of Clearwater, as liquidating Trustee of the Municipal Gas Authority of Florida
("MGAF"), a dissolved governmental entity created pursuant to Chapter 163 of the
Florida Statutes (the "Trustee"), acting on behalf ofMGAF's former members pursuant
to that certain "Interlocal Agreement Dissolving the Municipal Gas Authority of Florida"
dated September 22, 2000, as amended (the "Dissolution Agreement").
C.C. Pace and the Trustee are sometimes hereinafter referred to, individually, as "Party" and,
collectively, "Parties."
RECITALS:
WHEREAS, C.C. Pace and MGAF entered into that certain Gas Services Management
Contract, dated as of June 21, 1996 (the "Services Contract");
WHEREAS, pursuant to the Services Contract, C.C. Pace established and maintained an
interest bearing escrow account in its name and under its federal tax identification number for the
benefit ofMGAF, and periodically provided MGAF and its members account reports identifying
deposits into and disbursements from that bank account;
WHEREAS, C.c. Pace is taxed on all interest earned under said escrow account, and
c.c. Pace and MGAF agreed that C.C. Pace would pay such taxes due and owing out of the
interest income generated by such escrow account, and estimates for such tax liabilities were
accounted for as deductions in C.C. Pace's account reports to MGAF;
WHEREAS, on or about September 22, 2000, C.C. Pace presented MGAF an account
report dated August 31, 2000, identifying an escrow account balance of $34,320.31 as reduced
by estimated taxes;
WHEREAS, MGAF was dissolved on or about September 30, 2000, pursuant to the
Dissolution Agreement;
WHEREAS, pursuant to the Dissolution Agreement, all of MGAF's assets were
transferred to the Trustee as of September 30, 2000;
WHEREAS, a dispute related to the Services Contract has arisen between C.C. Pace and
its affiliates, and the Trustee, over demands by (a) the Trustee for a return of the $34,320.31
balance remaining according the August 31, 2000 bank account report, plus accrued interest, and
(b) C.C. Pace for payment of various expenses and fees related to services rendered to MGAF
under the Services Contract, both such demands are emphatically denied by the other Party;
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WHEREAS, C.c. Pace and the Trustee are desirous of once and forever resolving all
disputes between them, and closing out all obligations and business relations between them,
thereby avoiding further burdens, risks and expenses, and it is the intent of C.C. Pace, its
affiliates and the Trustee that this Settlement Agreement shall allow the Parties to enter into this
final settlement agreement with the knowledge and peace of mind that (a) the financial
obligations agreed to be paid in this Settlement Agreement are the only sums that will ever be
due to MGAF from C.C. Pace and any affiliates thereof, and (b) no other obligations will ever be
due to MGAF from C.c. Pace and any affiliates thereof.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, C.c. Pace and the Trustee intending to be legally bound, agree as follows:
1. In return for the releases set forth below, C.C. Pace shall pay to the Trustee the sum of
Thirty-Seven Thousand Dollars ($37,000). The payment will be made payable to "City of
Clearwater, as Trustee" and shall be sent to the attention of counsel for the Trustee, David M.
Caldevilla, Esquire, who shall hold the payment in escrow until the complete execution of this
Settlement Agreement. Moreover, c.c. Pace also assumes full responsibility for satisfying any
and all tax liabilities associated with the aforementioned escrow account.
2. Except for obligations arising under this Settlement Agreement, effective immediately
upon the Effective Date, the Trustee, on behalf of itself and the former members of MGAF, and
their agents, assigns, successors, officers, directors, shareholders, employees, affiliates,
subsidiaries, employees, agents and representatives (the "MGAF Release Group"), release,
discharge and acquit C.c. Pace and its agents, assigns, successors, officers, directors,
shareholders, employees, affiliates (including, without limitation, Pace Global Energy Services,
LLC and Pace Energy, L.L.c.), subsidiaries, employees, agents and representatives (the "C.C.
Pace Release Group"), and each of them, from any and all claims, actions, causes of action,
suits, demands, rights, damages, costs, expenses and defenses, of whatever kind or nature,
whether at law or equity or mixed, whether known or unknown, that the MGAF Release Group,
or any member thereof, may have had, may have or may hereafter have, against the C.C. Pace
Release Group, or any member thereof, relating to any act, omission or transaction relating
directly or indirectly to the Services Contract.
3. Except for obligations arising under this Settlement Agreement, effective immediately
upon the Effective Date, the C.C. Pace Release Group, and each member thereof, releases,
discharges and acquits the MGAF Release Group, and each member thereof, from any and all
claims, actions, causes of action, suits, demands, rights, damages, costs, expenses and defenses,
of whatever kind or nature, whether at law or equity or mixed, whether known or unknown, that
the C.C. Pace Release Group, or any member thereof, may have had, may have or may hereafter
have, against the MGAF Release Group, or any member thereof, relating to any act, omission or
transaction relating directly or indirectly to the Services Contract.
4. Each Party agrees and understands that this Settlement Agreement, the payment
obligations hereunder and other covenants made hereunder are made by the Parties without any
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.,. admission or inference whatsoever of liability, fault or truth of any allegation or defense made
related to the Services Contract.
5. This Settlement Agreement contains the entire agreement between the Parties, and
except as expressly set forth in this Settlement Agreement, there is no understanding,
representation or commitment, oral or in any other form, upon which any signatory relied in
entering this Settlement Agreement; it being expressly agreed that all understandings,
representations and commitments have been expressly set out in this Settlement Agreement and
are hereby merged and integrated into this Settlement Agreement.
6. Each of the Parties, on behalf of itself and its applicable Release Group defined in
Section 2 above, agrees forever to forbear from bringing or continuing any lawsuit or other legal
action against the other Party and its applicable Release Group set defined in Section 2 above for
any claim encompassed by the release provided herein other than an action to enforce this
Settlement Agreement. Any Party to this Settlement Agreement may take action to enforce the
provisions of this Settlement Agreement. If any Party is forced to take action against the other
Party to assert, protect or to enforce a right under this Settlement Agreement, then the reasonable
legal fees, costs and expenses associated with such action shall be recoverable by the prevailing
Party; provided however, that no Party commencing any action shall be entitled to recover
reasonable legal fees, costs or expenses under this Section unless the complaining Party first
makes its complaint known to the opposing Party in writing at least thirty (30) days before
commencing an action and during the thirty (30) day period makes a good faith effort to resolve
the dispute.
7. Each Party acknowledges and agrees that the terms of this Settlement Agreement are
contractual, and not a mere recital, and may not be modified, amended or otherwise revised
except by a written instrument duly executed by each Party to this Settlement Agreement prior to
the effective date of any such modification, amendment or revision.
8. This Settlement Agreement shall be governed by the laws of the State of Florida.
This Settlement Agreement has been voluntarily entered into by the Parties after having had it
first explained to them by their respective attorneys. This Settlement Agreement is intended and
understood to be binding upon officers, directors, shareholders, parents, subsidiaries, and other
affiliates, heirs, successors, assigns and members (past, present and future) of each Party. By
signing hereunder, the Parties acknowledge that they have read this Settlement Agreement and
understand and agree with its terms.
9. This Settlement Agreement may be executed in multiple counterparts, each of which
shall constitute an original, but all of which when taken together shall constitute one and the
same agreement.
10. The "Effective Date" of this Settlement Agreement shall be the date on which the
last Party executes it or the date on which the check representing c.c. Pace's payment under
Paragraph 1 herein clears and the funds are actually received by the Trustee, whichever occurs
last. The Trustee agrees to deposit the check representing C.c. Pace's payment under Paragraph
1 herein within two (2) business days of both Parties executing this Settlement Agreement.
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11. The Trustee hereby represents and warrants that, as of the Effective Date, (a) it is has
all requisite power and authority to execute and deliver this Settlement Agreement to C.C. Pace
on behalf ofMGAF and MGAF's former members and (b) all actions on the part of Trustee and
its agents necessary for the authorization, execution, delivery and performance of this Settlement
Agreement have been taken. The Trustee understands and acknowledges that C.c. Pace is
relying upon the above representations of the Trustee to enter into this Settlement Agreement
with the Trustee.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this
Settlement Agreement to be executed on the following dates.
C.C. PACE RESOURCES, INC.
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By:
Its: Timothy F. Sutherland
President and CEO
Date: 2/21/0?
CITY OF CLEARWATER, FLORIDA
Individually and as Trustee
Countersigned:
By: @..~~~
Illiam B. Horne, II
City Manager
Brian J. Aungst
Mayor-Commi sioner
Approved as to form:
Attest:
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e C. Hayman 0 .
Assistant City Attorney
Cynthia E. GOlldeau r'
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City Clerk
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