MARSHALL STREET WRF DIGESTER DEMOLITION - 09-0024-UT - GENERAL RELEASE•
GENERAL RELEASE
This General Release ("Release") is made and entered into on this 3 04' day of
September, 2019, by and between GHD Services, Inc., defined to mean its parents, affiliates,
subsidiaries, any other related entities, representatives, administrators, trustees, receivers, heirs,
executors, agents, attorneys, other insurers, reinsurers, directors, officers, employees and their
respective predecessors, successors, and assigns (collectively referred to herein as "GHD") and
the City of Clearwater, Florida, defined to mean the City of Clearwater, Florida, its past, present
and future elected and appointed officials, directors, managers, supervisors, employees, citizens,
residents, volunteers, agents, attorneys, insurers, representatives, assigns and successors, all in
their official and individual capacities, and all of the City's subsidiaries, subdivisions and
affiliated entities (collectively referred to herein as "City"). GHD and City are hereinafter
referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Parties entered into a Construction Contract for services involving the
Marshall Street WRF Digester Demolition 09 -0024 -UT ("Construction Contract"); and
WHEREAS, the Parties mutually desire to terminate the Construction Contract and wish
to settle and compromise any and all claims that may exist;
WHEREAS, by entering into this Release, neither Party is admitting to any wrongdoing
related to the Construction Contract.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the Parties agree as follows:
1. The City will pay to GHD the sum of $16,122.09 which represents the final payment
owed to GHD. The Parties mutually agree to terminate the Construction Contract.
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2. Upon the City's payment, GHD releases and forever discharges the City of and from all
past, present, and future manners of action, actions, causes of action, suits, claims for
sums of money, contracts, controversies, proceedings, agreements, rights, obligations,
liens, attorneys' fees, costs, damages, judgements and demands, or any other liabilities
whatsoever, or otherwise which GHD now have, claim to have, or may in the future have,
whether fixed or contingent, known or unknown, against the City related to the
Construction Contract.
3. The City shall have thirty (30) days to issue the Payment to GHD from the date this
Release is executed by the Parties.
4. It is further understood and agreed that the above agreed upon terms are not to be
construed as an admission of any liability, such liability having been expressly denied.
5. The terms and conditions of this Release constitute the entire agreement of the Parties
with respect to this Release, and there are no other oral or written understandings or
agreements between GHD and the City relating to the subject matter of this Release.
This Release may only be modified by a written instrument signed by the Parties hereto.
6. The Parties to this Release represent and warrant that: (a) they have full and complete
authority to execute this Release; (b) they own the rights released herein and have not
assigned or transferred and will not assign or transfer any such rights to any person or
entity; (c) they have carefully read and understand the contents of this Release; and (d)
they have consulted or have had the opportunity to consult with independent counsel
regarding this Release.
7. This Release shall be deemed to have been drafted jointly by the Parties; accordingly, any
rule pertaining to the construction of contracts to the effect that ambiguities are to be
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resolved against the drafting Party shall not apply to the interpretation of this Release or
to any modification or amendment to this Release. No failure or delay in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.
IN WITNESS WHEREOF, the Parties have executed this General Release.
Date: September 3() , 2019
Date:
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o&°
ber , By: s'At
William B. Horne II
City Manager
GHD SERVICES, INC.
By:
Name:
Title:
R 1,titCo rc
L/ce Pc -@s, e
CITY OF CLEARWATER, FLORIDA
Ap p o ed as to form: Attest:
Owen Kohler
Assistant City Attorney
Rosemarie Call
City Clerk
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