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HomeMy WebLinkAboutWaterloo Development Corporation-5/3/2010RELEASE FOR AND IN CONSIDERATION OF the payment of the "Jefferson Street Brick Paver Replacement Work", as set forth and described herein, and in consideration of a complete supply of replacement bricks provided to the CITY OF WA I ERLOO, IOWA ("CITY") by the manufacturer of same at no cost to CITY, CITY and WATERLOO DEVELOPMENT CORPORATION ("WDC"), to the fullest extent allowed by law and to the extent set forth herein, hereby release and forever discharge all claims which CITY has asserted, or that WDC may have but has not asserted, against CRAIG RITLAND LANDSCAPE ARCHITECTS ("CRLA") in connection with the Jefferson Street Brick Paver Replacement Work. The release and discharge of claims set forth herein is expressly made subject to and conditioned upon delivery of the consideration described in this Release. In particular, CITY and WDC release CRLA, all of its employees, and all insurance companies associated with such entities, of any and all liability, claims, demands, actions or causes of action and damages CITY and WDC may now have, hereafter have or claim to have, known or unknown, including but not limited to loss of use, replacement costs, expenses, incidental or consequential damages, property damage, attorneys fees, and any other claim arising out of any act or occurrence up to the present time, relating to CRLA's design work on that part of the RiverLoop Exposition Grounds Project (the "Project") that is the subject of the Jefferson Street Brick Paver Replacement Work (the "Project Repair Area"), including the failure of the brick pavers on Jefferson Street, which is the subject of CITY's claim. The foregoing release does not include the release of any claims with respect to CRLA's work on the Project except for such work as has 1 been done in, upon or in respect of the Project Repair Area specifically. Except to the extent expressly released herein, CITY and WDC reserve any and all claims that either of them is now capable of asserting or may hereafter be capable of asserting. FOR AND IN CONSIDERATION OF the release of the aforementioned claims, CRLA and its insurer, agree to pay for the installation costs of the replacement of the brick pavers located on Jefferson Street, City of Waterloo, Iowa ("Jefferson Street Brick Paver Replacement Work") in the amount of THIRTY-THREE THOUSAND AND NINETY DOLLARS ($33,090.00), which will be paid directly to the entity responsible for installing the new brick pavers. IN FURTHER CONSIDERATION OF the payments and mutual covenants set forth in this Release, CITY, WDC and CRLA (the "parties") agree as follows: A. The parties acknowledge that this settlement has been agreed to solely for the purpose of compromising disputed claims, and any payments made by CRLA and its insurer to resolve CITY' s claim are not to be construed as an admission of liability on the part of CRLA. In connection herewith, CITY and WDC acknowledge that CRLA intends merely to resolve any claims to avoid additional costs and litigation, and to terminate any and all controversies respecting all claims for damages that CITY has asserted, or may assert, or that WDC may assert, against CRLA arising out of, resulting from, or in connection with CRLA's work as it relates to the Project Repair Area, except to the limited extent set forth above. B. As part of the consideration for the payments by CRLA and its insurer for the "Jefferson Street Brick Paver Replacement Work," each of CITY and WDC is, to the extent set forth above, releasing all claims, including all those for known or unknown and -2 anticipated or unanticipated damages relating to or arising out of the "Jefferson Street Brick Paver Replacement Work," and acknowledge that there is a risk that subsequent to the execution of this Release, CITY or WDC may claim or suffer additional losses or damages, but which are unknown and unanticipated at the time this Release is signed; and further, that there is a risk that the damages presently known may be or may become more extensive than CITY or WDC now expects or anticipates, including future water build-up and moisture underneath the pavers on Jefferson Street In consideration of CRLA's assurance that it has applied current best practices design methods to mitigate, to the extent possible, the build up of water and moisture beneath the pavers, CITY and WDC hereby release CRLA and its insurer for any future claims arising out of, or resulting from, water build-up and moisture underneath the pavers on Jefferson Street in the Project Repair Area, which may arise after the Jefferson Street Brick Paver Replacement Work is completed. C. It is the express intent and understanding of the parties that any and all rights of indemnity, contribution or other derivative. claims that CRLA may have against any unnamed individual or entity shall be preserved by the execution of this Release. D. The Parties further understand and agree that they shall each be responsible for the payment of their own attorneys' fees and expenses, arising from and in connection with any matters related to the Jefferson Street Brick Paver Replacement Work. E. IT IS FURTHER UNDERSTOOD AND AGREED that this Release and the application of any of its provisions shall be governed exclusively by the laws of the State of Iowa. 3 CITY OF WATERLOO, IOWA By: Ernest G. Clark, Mayor Atte �` r c Sees; ety Clerk STATE OF IOWA SS COUNTY OF BLACK HAWK The undersigned, a Notary Public in and for said County in the State aforesaid, DO HEREBY CERTIFY that the above representatives, who are personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that each signed, sealed and delivered the said instrument as his or her free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal on 2010. WATERLOO DEVELOPMENT CORPORATION By: Title 4 12‘9- STATE OF IOWA SS COUNTY OF BLACK HAWK The undersigned, a Notary Public in and for said County in the State aforesaid, DO HEREBY CERTIFY that the above representative of Waterloo Development Corporation, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal on , 2010. 43041.0 MICHELLE L KLEINSCKMIDT c ,k Commission Number 1.96198 My Commission Expires Notary Public -5