HomeMy WebLinkAboutLB 09-22-23 Final Settlement and Release (fully executed) SETTLEMENT AGREEMENT WITH RELEASE
THE PARTIES HERETO, Clay County Utility Authority ("CCUA"), as Plaintiff, Beach
Construction Company, Inc. ("Beach"), as Defendant, DRMP, Inc. f/k/a Dyer, Riddle, Mills and
Precourt, Inc. ("DRMP"), as Defendant, and William T. Smoot, P.E. ("Smoot"), as Defendant,
(CCUA, Beach, DRMP and Smoot hereinafter collectively referred to as the "Parties" and
individually as a "Party"), entered into this Settlement Agreement With Release (the "Settlement
Agreement") as of the hereinafter set forth effective date (the "Effective Date"), reciting and
agreeing as follows:
WHEREAS, CCUA has filed suit in the cause styled, Clay County Utility Authority v.
Beach Construction Company, Inc., et al., In The Circuit Court,Fourth Judicial Circuit, In and For
Clay County Florida, Case No. 2019-CA-001372, (the "Lawsuit") with the pleadings in the
Lawsuit outlining the causes of action as well as affirmative defenses by and between the Parties.
WHEREAS, the Parties are desirous of settling and resolving the Lawsuit and the claims
of each against the other without the necessity for further litigation and in accordance with the
terms as hereinafter set forth in this Settlement Agreement and Release (the "Settlement
Agreement");
-0 NOW, THEREFORE, for TEN DOLLARS ($10.00) and other valuable consideration,
including the terms as hereinafter set forth, the receipt and sufficiency of which is acknowledged
by the Parties, the Parties contract and agree as follows:
z 1. Recitals. The introductory clauses set forth hereinabove are deemed relevant and
ce material to this Settlement Agreement and are hereby incorporated by reference.
2. Settlement Sum. For the purposes of settling and resolving the claims set forth in
the Lawsuit, as well as the claims and defenses the Parties could have pleaded in the Lawsuit,
Beach, DRMP and Smoot shall pay to CCUA, under the terms set forth herein, a total amount of
$1,000,000.00, inclusive of all debt, interest, court cost and attorney fees (the "Settlement Sum").
The Settlement Sum shall be comprised of$550,000.00 from DRMP, $350,000.00 from Beach
and $100,000.00 from Smoot.
3. Payment Due Date. Beach, DRMP and Smoot shall pay the Settlement Sum by
delivering to CCUA's attorney, Bachara Construction Law Group, One Independent Dr., Suite
1800, Jacksonville, Florida, 32202, by wire transfer, a Cashier's Check or its attorney's Trust
Account Check payable to Bachara Construction Law Group on or before ten (10) days from the
Effective Date. If by wire transfer, the transfer will be made following the Bachara Construction
Law Group's wire instruction attached hereto as Exhibit"A".
4. Dismissal of the Lawsuit. Upon all Parties execution of this Settlement Agreement
and CCUA's confirmed and cleared deposit of the Settlement Sum, the Parties shall file a Notice
of Voluntary Dismissal, With Prejudice, of all complaints, counterclaims and third party
complaints filed in the Lawsuit.
Page I 1
5. CCUA's Release of Beach. CCUA hereby remises, releases, acquits, satisfies, and
forever discharges Beach, including its board, shareholders, officers, directors, employees, agents,
attorneys, insurers, predecessors, successors, and assigns, of and from any and all manners of
action and actions, causes of action and actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, warranties, controversies, agreements,
promises,variances,trespasses,damages,judgments,executions,claims and demands whatsoever,
in law or equity, which they have, hereafter can, shall or may have for any reason whatsoever,
whether known or unknown, and whether patent and capable of being discovered at this time or
latent, and not capable of being discovered at this time, for, upon or by reasons of any matter,
cause or thing whatsoever from the beginning of the world to the date of these presents as limited
and related to the business transactions between them and those facts and matters pled or which
could have been pled in the Lawsuit as directly and/or indirectly related to said business
transactions, including, but not limited to any defenses and counterclaims.
6. CCUA's Release of DRMP. CCUA hereby remises,releases,acquits, satisfies, and
forever discharges DRMP, including its board, shareholders, officers, directors, employees,
agents, attorneys, insurers,predecessors, successors, and assigns, of and from any and all manners
of action and actions, causes of action and actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, warranties, controversies, agreements,
promises,variances,trespasses,damages,judgments,executions,claims and demands whatsoever,
in law or equity, which they have, hereafter can, shall or may have for any reason whatsoever,
whether known or unknown, and whether patent and capable of being discovered at this time or
latent, and not capable of being discovered at this time, for, upon or by reasons of any matter,
cause or thing whatsoever from the beginning of the world to the date of these presents as limited
and related to the business transactions between them and those facts and matters pled or which
could have been pled in the Lawsuit as directly and/or indirectly related to said business
transactions, including, but not limited to any defenses and counterclaims.
7. CCUA's Release of Smoot. CCUA hereby remises,releases, acquits, satisfies, and
forever discharges Smoot, including his board, shareholders, officers, directors, employees,
agents, attorneys, insurers,predecessors, successors, and assigns, of and from any and all manners
of action and actions, causes of action and actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, warranties, controversies, agreements,
promises,variances,trespasses,damages,judgments,executions,claims and demands whatsoever,
in law or equity, which they have, hereafter can, shall or may have for any reason whatsoever,
whether known or unknown, and whether patent and capable of being discovered at this time or
latent, and not capable of being discovered at this time, for, upon or by reasons of any matter,
cause or thing whatsoever from the beginning of the world to the date of these presents as limited
and related to the business transactions between them and those facts and matters pled or which
could have been pled in the Lawsuit as directly and/or indirectly related to said business
transactions, including, but not limited to any defenses and counterclaims.
8. Beach, DRMP and Smoot Release of CCUA. Beach, DRMP and Smoot,
collectively, hereby remise, release, acquit, satisfy, and forever discharge CCUA, including its
Managers, Members, partners, shareholders, supervisors, officers, directors, employees, agents,
attorneys, insurers, predecessors, successors, and assigns, of and from any and all manners of
action and actions, causes of action and actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, warranties, controversies, agreements,
Page 12
promises,variances,trespasses,damages,judgments,executions,claims and demands whatsoever,
in law or equity, which they have, hereafter can, shall or may have for any reason whatsoever, and
whether known or unknown, and whether patent and capable of being discovered at this time or
latent, and not capable of being discovered at this time, for, upon or by reasons of any matter,
cause or thing whatsoever from the beginning of the world to the date of these presents as limited
and related to the business transactions between them and those facts and matters pled or which
could have been pled in the Lawsuit as directly and/or indirectly related to said business
transactions, including, but not limited to any defenses and counterclaims.
9. Beach,DRMP and Smoot Mutual Release. Beach,DRMP and Smoot,collectively,
hereby remise, release, acquit, satisfy, and forever discharge each other, including each party's
Managers, Members, partners, shareholders, supervisors, officers, directors, employees, agents,
attorneys, insurers, predecessors, successors, and assigns, of and from any and all manners of
action and actions, causes of action and actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, warranties, controversies, agreements,
promises,variances,trespasses,damages,judgments,executions,claims and demands whatsoever,
in law or equity,which each party has,hereafter can, shall or may have for any reason whatsoever,
and whether known or unknown, and whether patent and capable of being discovered at this time
or latent, and not capable of being discovered at this time, for, upon or by reasons of any matter,
cause or thing whatsoever from the beginning of the world to the date of these presents as limited
and related to the business transactions between them and those facts and matters pled or which
could have been pled in the Lawsuit as directly and/or indirectly related to said business
transactions, including, but not limited to any defenses and counterclaims.
However,nothing in this Settlement Agreement relieves DRMP or Smoot from complying
with any ongoing obligations regarding shared experts and fees incurred for such experts, which
survive this Settlement Agreement.
10. Parties' Representations. The Parties to this Settlement Agreement, and each of
them, represent and warrant to and agree with each other as follows:
a. The Parties have each received or had the opportunity to receive independent legal
advice from attorneys of their choice with respect to the advisability of making the settlement and
entering into this Settlement Agreement;
b. None of the Parties have made any statement or representation to the others
regarding any facts that are relied upon in entering into this Settlement Agreement. None of the
Parties relied upon any statement,representation or promise of any other Party not contained herein
in executing this Settlement Agreement or in making the settlement provided for herein;
c. There have been no other agreements or understandings between the Parties relating
to the disputes referred to in this Settlement Agreement;
d. The terms of this Settlement Agreement are contractual, and are the result of
negotiation between the Parties; and
Page 3
e. This Settlement Agreement has been carefully read by each of the Parties and the
contents hereof are known to and understood by each of the Parties. It is signed freely by each of
the Parties executing this Settlement Agreement.
11. No Oral Amendments. No provision of this Settlement Agreement may be waived
unless in writing signed by all the Parties to this Settlement Agreement, and waiver of any one
provision of this Settlement Agreement shall not be deemed to be a waiver of any other provision.
This Settlement Agreement may be amended only by a written agreement executed by the Parties
to this Settlement Agreement.
12. Contractual Construction. This Settlement Agreement shall not be more strictly
construed against one Party than against the other by virtue of the fact that it may have been
physically prepared by one Party or by its attorney, as all Parties have participated in the
negotiation, drafting, and preparation of this Settlement Agreement. All terms and provisions of
this Settlement Agreement shall be deemed to have been inserted for the benefit of all Parties. The
terms"hereby", "hereof', "herein", "hereto", "hereunder", "hereafter",and any similar terms refer
to this Settlement Agreement in its entirety and not solely to the particular section or paragraph in
which the term is used.All words,terms, and phrases not otherwise specifically defined shall have
the same meaning and interpretation as customarily used among laypersons.
13. Venue and Further Legal Proceedings. In any action to enforce or interpret the
terms of this Settlement Agreement, the prevailing party in such action shall be entitled to the
recovery of its reasonable attorney fees and costs. The Parties further agree to waive the venue
provisions contained in Chapter 47,Florida Statutes, or any other Statute, Code or Ordinance and
stipulate that venue for all legal and/or equitable proceedings and actions between them shall be
located with the appropriate court having subject matter jurisdiction located within Clay County,
Florida, or the Court where this action is presently pending. This Settlement Agreement shall be
governed under the laws of the State of Florida.
14. Counterparts and Copies. This Settlement Agreement may be executed in any
number of counterparts, each of which shall be an original with the same effect as if the signature
thereto and hereto were upon the same instrument,and such counterpart(s)together shall constitute
only one document. Any facsimile or emailed copies transmitted by a Parties' respective counsel
shall be deemed an original. Each person signing herein represents that he is an authorized
representative of the Party for whom he is signing with the requisite and actual power to bind said
Party to this Settlement Agreement.
15. Effective Date. The Effective Date shall be the day that the last of the Parties
executes the Settlement Agreement as provided within the Notary's Jurat for the Party's
representative's signature as set forth below.
IN WITNESS WHEREOF,the Parties hereto have executed this Settlement Agreement on
the date set forth by their signatures.
Page 14
CP, County Utili e ty
BY: _A:r►_�ia
• �. ., MBA
STATE OF - k., Executive Director
COUNTY OF n
The foregoing instrument was s o to and subscribe efore me this o2f•n day of
Srlembpr, 2023, by ,'f'i JU I as LdiV2 I '(Q_ of
(.0(,I - ,on behalf of s• d company. /.he is peionally kno n to me or has
produced as identification and di. take an oast t`
NOTARY PUBLIC
[SEAL] Sign: �� • S 't.. _
Print: Ii&Gt .I Q� ,)a
My Commission Expires:
4 Notary Public State of Florida ► NOTARY PUBLIC
4 Aft Alicia Dumas Baker I
My Comission
1 IOt Exp.3m/3i 2026
to Beac ns ction Co Y.I
By
Name: Q[•
Title: �'� -� v«, �� esr'gez.r
STATE OF r1�r-%
COUNTY OF +�N rkc- 1-}
The foregoing instrument was awom to and subscribed before me this I day of
, 2023, by , c c t. as t-t--•. v ,c c Y.-4 _ _4. +- of
roc,t--c - _-,+ '.bnbehalf of said company. He/She is personally known to me or has
produced Of t v '`-es identification and did take an oath.
NOTARY PUBLIC
[SEAL) Sign: _ _
Print 1--nr, r , erg 1
•r -oa a ityttt. I
I � .' �' raw,;Wax-Slav Flertp ,
4 j j. Cormossar a wt'1 4A I
I y t•. wr Cori Liam Fit 3 3II2$
!!eneed tfra4A NutI ai%sort tuM. I
Page 5
■
DRMP,Inc. f/k/a Dyer,Riddle,Mills and
Precourt,Inc.
By:
Name: Glenn J. Lusink
Title: President
STATE OF 1 oyl c
COUNTY OF Ov _
J
- The foregoing instrument was sworn to and subscribed before me this Z�day of
- 4-00- -Y', 2023, by J.W.I.-L.-SA— as 'J¢A.- of
,on behalf of said company. He/She is ersonally known tom has
produced as identification and did take an oath.
NOTARY PUBLIC
4 Notary Public State!SEAM I Sign: ('C+� CI*
Nicole C Be er I Print: N 4 tvt-G. C
1 "i) My Commission NH 301155 I `G
Expires 10/14/2026 1 My Commission Expires: t°l I'+ 2 ' -'
to
William T.Smoot,P.E.
By:
Name: GJ.//a.., 7 Sw.o• f
STATE OF i 1-OY%.lbft
COUNTY OF t)LAA-I_
The foregoing instrument was sworn to and subscribed before me this Am4day of
Seeir,Ng>fjr� , 2023, by 1.1t1.t-► ,1 Sr.ovT as Fla t r..'c t rem. of
Ito i ��s (Nc.,on behalf of said company. He/She is personally known to me or has
produced as identification and did take an oatt .
NOTARY P ti:LIC
"Op
9,l'"' Noisy Public SIM 1:rh1 Sign: Alt,
• . James E.Le@etrie Jr Print: ,e2mIntammuoitt.
MIS Comnoli1.Ypn HN 0e0370
.. VO7 O2s My Commi Ton
Expires: 2171 zs
Page 16
EXHIBIT "A"
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AMERIS
Domestic IL ��
u BANK
Incoming Wire Instructions
Bank Information
Beneficiary Bank: Ameris Bank
3490 Piedmont Rd
NE Atlanta, GA
30305
Routing Number: 061201754
Beneficiary (Customer) Information
to Beneficiary Account Name: Bachara Construction Law Group PA
(Note: Please list the account name exactly as it appears on the account
Account Number: 26697
Beneficiary Address (Optional: 1 Independent Dr Suite 1800
Jacksonville, FL 32202
Originator to Beneficiary Information (Any Reference for the Wire)