SETTLEMENT AND RELEASE FOR MUNICIPAL SERVICES CENTER PROJECT
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SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT ("Agreement") is made and
entered into as of this tL'"day of ~ ,1997, by and between the City of Clearwater,
Florida ("City") and Rowe Architects Incorporated ("Architect").
WITNESETH
WHEREAS, on or about June 16, 1994, City entered into a written agreement with
Architect for architectural services relating to certain improvements to various parcels of real
property in Clearwater, Florida, commonly referred to as the Municipal Services Center Project
(the "Project"); and
WHEREAS, certain disputes have arisen between the parties to this Agreement relating
to the Project; and
WHEREAS, both parties to this Agreement desire to settle between them certain claims,
demands, actions, causes of actions, costs, charges and other impositions arising out of and
relating to the Project.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the rf'..ceipt and sufficiency of which is hereby acknowledged,
the parties agree as follow:
1. Payment to Architect for Additional Services. Within ten (10) calendar days of the
execution of this Agreement, City shall pay the Architect One Hundred Ninety Nine Thousand
Five Hundred and One Dollars ($199,501.00) for all of Architect's claims for additional
compensation, costs, charges for reimbursable expenses and all other damages whatsoever arising
out of or relating to the Project. Both parties intend by this Agreement to completely eliminate
all claims for damages or additional compensation which the Architect has or may have had
against the City, known or unknown, relating to~s1hat have occurred on the Project from its
inception through the date of this Agreement including, but not limited to, all of the claims for
various additional services and reimbursable expenses presented during the Project by the
Architect to the City. It is the intent of both parties that no further compensation be paid by the
City to the Architect unless there is a future, written agreement between the City and Architect
for specific, future architectural services which, in order to be enforceable, must be signed by
both parties prior to the performance of the future architectural services.
2. Architect's Release of the City. Architect, for its predecessors, agents, employees,
representatives, successors and assigns, does hereby fully remise, release, acquit and forever
discharge the City and any of its agents, employees, representatives, successors and assigns of and
from any and all rights, claims, demands, damages, actions, and causes of actions, of whatever
kind and nature, known or unknown, whether arising at law or in equity, which Architect may
have had or may now have against the City by reason of any matter, cause, happening or thing,
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from the beginning of the Project through the date of this Agreement, arising out of or relating
to claims which have been or could have been asserted by Architect on the Project including,
without limitation, all claims for additional architectural services and reimbursable expenses.
3. Architect's Reservation of Rights. This Agreement is not intended to act as a
waiver or release of any future claims for compensation that may be made by the Architect
relating to future architectural services to be performed by Architect for the City pursuant to
written requests from the City in accordance with the terms of paragraph 1 of this Agreement.
4. City's Release of Architect. City hereby fully remises, releases, acquits and
forever discharges Architect and its predecessors, subsidiaries or affiliated corporations, agents,
employees, stockholders, directors, officers, successors and assigns of and from any and all rights,
claims, demands, actions and causes of actions, of whatever kind and nature, known or unknown,
whether arising at law or in equity, which the City may have had or may now have against the
Architect by reason of any Project delay and by reason of any claims by the City arising out of
or relating to claims which have been or could have been asserted against the City by
Creative/Beers, a Joint Venture (the "Contractor") from the inception of the Project through and
including the date of this Agreement.
5. City's Reservation of Rights. This Agreement shall not be deemed in any way to
be a release of any claims which the City may hereafter have against the Architect relating to (a)
errors or omissions in its design work on the Project, (b) other rights which the City may have
under its agreement for architectural services with the Architect for work done from and after the
date hereof, or (c) other rights which the City may haJle relating to the future, written agreements
between the City and Architect for specific, future architectural services.
6. Indemnity. To the fullest extent permitted by law, Architect shall indemnify,
defend and hold the City harmless from and against any and all claims, demands, damages,
actions and causes of actions, of whatever kind and nature, known or unknown, whether arising
at law or in equity, which may be asserted against the City by any of Architect's consultants or
subconsultants performing any work whatsoever on the Project.
7. Close Out Documents. Architect remains obligated under its agreement with the
City to provide the City with all appropriate close out documents relating to the Project.
8. Authority of Signatory. Each party hereto represents and expressly warrants that
the person whose signature appears below on its behalf has full power and authority to execute this
Agreement on its behalf, and that such authority is derived by virtue of that person's title.
9. Negotiating and Drafting. This Agreement results from negotiations between
Owner and Architect and its interpretation shall not be construed against anyone party since each
has had an opportunity to modify its drafting.
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10. Contingency. This Agreement is contingent upon the City's simultaneous execution
of a settlement Change Order with the Contractor.
11. Governing Law. This Agreement in all respects shall be governed by the laws of
the state of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year set forth above.
CITY OF CLEARWATER, FLORIDA
ROWE ARCHITECTS INCORPORATED
Michael J. Roberto
Ci ty. Manager
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Cynthia E._Goude?u, City Clerk
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issioner
::SJ.?f::y Attorney
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fDAIE ARCl-1nECfS
INCORPORATED
Transmittal
n'::CEIVED
Date: Tuesday. December 5. 1995
To: William C. Baker
CITY OF CLEARWATER
Post OffIce Box 4748
Clearwater. Florida 34618-4748
DEC 0 '11995
CITy MANAGER
From: H. Dean Rowe. FAIA
Subject: Clearwater City Service Center
Via: U.S. Mail
Enclosures:
Date Copies No. of Description
Pages
11/2/95 2 2 Professional Services Supplement
10/4/95 1 -- Bay Resources. Inc. Proposal
11/2/95 1 13 Architect and Consultant Designated Services
10/6/95 1 2 Rowe Architects letter to Bill Baker
10/5/95 1 2 Architectural Engineering Inc. letter
Comments: Please return one signed Professional Services Supplement to our office.
Copy: file
Florida Registration No. AAC002172
100 Madison Street Suite 200
Tampa, Florida 33602-4704
Fax: 813.221.9154
813.221.8771