HomeMy WebLinkAboutContracts & Agreements_32-2014_CCv0001.pdf SETTLEMENT AND MUTUAL GENERAL RELEASE AGREEMENT
This Settlement and Mutual Ocncru| Rc|cu^o Agreement(~Agreuncn1=) is roudc this 181h day of
March. 21014("Effective Date"), by and between Munoz Construction Company("Munoz")and the
City of Redlands ("City"). Munoz and City are monnc1innuu individuu||v referred to boccin as u
^`Pady" and, to-c1bcr, as the "Parties."
RECITALS
A. Certain c|uimxand controversies have arisen between the Parties ro|atina toKAuooz"x
perl'orniance of the 20-12 Capital Improvement Program Water Pipeline Replacement Project.P 'cot
No. 71206` inCity`swater yeryice area(the ^`P 'eo{").
B. Such claims and controversies rt|o1c to Muooz`s alleged Inability iocomplete the
Project In compliance with Citv*s specifications which require the use oftrench less technologies for
the Project, mthcr1honihcuseo[npencuttrcnching (the ^^Uixpure")
C. It isthe intention of the Parties to settle and dispose of'. fully and completely,anyand
all claims,demands and cause orcaUses of action existing as of the Effective Date of this Agreement
and urisin�4out of, connected with, or incidental to the Dispute he{v/tcn Parties.
AGREEMENT
l. . Ci|ya-nreaioratify K4unox`syubaii}utionofopen Cut trenching
work fbr incnch|csc icchnn|o—lies work, the latter o[ which is required by City's Project
sprciUca(ionx.
2. Delays. City u(—,nccs to ruiifv\1unoz`s dc|uy and other costs. inu|udioo but not |irniicd to
traffitc control,paving,trench and paving maintenance, and overhead and profit associated with the
suhNitution of open cut trenching work fbrirench|cus technologies work, the latter ofwhich is
required by City's Project specifications.
3. General Release, |n consideration of the acncra| rc|euum contained herein, and for other
good and vu|uab|coon�id�ru|ion, |hcr#c�ip� u[vvhich iauuknovv|�d��d b� cach Party, Parties
promise and agree usfollows:
3.1 Within twenty (2O) days of the Effective Date ofthis /\I�roement, City shall to pay
Munoz the sum of Ei,,Aty Six ThOLIsand Five flUndred Ten Dollars and ThreeCents($86,510.03).
32
Except asto Such rights or claims en may be created by�hix Agreement.each nf{ho
Parties hereby re|eascs, remises and fhr:verdischur�cs the other Party kum any and all claims,
demands and causes of action the Parties may have exio|in(T as of' the Effective [)uie of this
/\�rt�uncniandari�in� ou� oL connected vvi\h, urincidon|o| to Dispu1�� )nuddiiion, h1unoZ
herebv re leases., remisesand t*c)rc\erdIschaqesCity 1rom anyand all claims.demands and caLISCS Of
Pa(—le | o[4
action Munoz may have existing
,as of the Effective Date ofthis Agreement for all work performed
by Munoz for City in connection with the completion of the Project.
3.3 The Parties each specifically waive the benefit o[the provisions ofSection 1542 of
the Civil Code ofthe State 0[Cu|ifbrnia, which reads as [b||nws:
"`& �cnonz| release does not cr(cnd to o|oinus p/bhuh the creditor does not know or
suspcoY 1mexisl in his or her favor utthe iinoe of executing the rc|ouae, which if known by
hinu orher must have materially affected his orher settlement with the debtoc"
4. : Each of the Parties represents and warrants to,
and aorous with, the other Party, as follows:
4.1 Each of the Parties hos received independent |cgu| advice from their respective
attornevs with respect to the advisability of making the settlement provided for herein.with respect
to the advisabilitv of exeUltino this Agreement. and with respect to the meaninor of California Civil
Code Section 1542.
4.2 No Party (nor any officer, agent, employee, representative, or attorney of or for any
Partv). has made anv staternent or representation or failed to make any statement or representation to
the other Party regarding any fbuT relied upon in entering into this Agreement, and each Party does
not rely upon any statement. representation.ornission or promise ofthe other Party(orof anyofficer.,
agent, employee, representative, or attorney ofor for any Party), in executing this Agreement, orin
making the settlement provided for hcrcio, except as expressly y{u(cd in this /\grocmannL
43 Each of' the Parties has made suuh invcs\iuuiion of the facts pertaining, to this
settlement and this Agreement. and all the nnu1ir,s pertaining, thereto. as it deems necessary.
44 Each of{heParties has read this /\orccmcntand understands the contents hereof.
4.5 In entering into this Agreement and the yctt|crucut provided for herein, the Parties
assume the risk nfany nnisrcprcacntution,conceal mcniormistoku. |[thcParties should subsequently
discover that uny fact n:}icd upon byihono in entering into this f\gn:omcnt was untrue, or that uuv
|bctwas concealed from ihem,orthat their undeo1undingufthe/botsorofthe law was incorrect.the
Parties shall not hcentitled 10any relief inconnection therewith ioc|udin ,. without limitation onthe
��ntro|ityo[�bc fbrc�oin�, anyu||c�eJ right oru|uim to set aside nrrescind this Agreement. This
Aoreement is intended to be and is final and bindina between the Parties, re,-iardiess of anvclainis of
i-nisrepresentation, promise made without the intention to perf'orm. concealment of fact, mistake of
fbct8rlaw, ocn[unyother Circumstance whatsoever.
4.6 NeilherParty has not heretofore asoioncJ, |ranuferred, orDrantcd, or purported to
assian.transfer.or arant,an,., ofthe clairris or dernands related to the Dispute and disposed of by this
&Llrmcnocnt.
P8aw '� of4
4.7 Each term of this Agreement is contractual and not merely urecital.
4.8The Parties are aware that they may hereafter discover claims orfacts inaddition to.or
different from,those they now know orbelieve to be true with n:uPcct to the matters related herein.
Nevertheless. it is the intention of the Parties to fully, finally and forever to settle the Dispute,and all
claims relative thereto, which do now exist, may exist, or heretofore have existed hotvveeu them
relatin(T to the Dispute. III furtherance OfSLIch intention.the release given herein by Munoz shall be
and remain in effect as a full and complete release of all Such matters, notwithstanding the discovery
o[cxisieuoeofany additional nrdifferent c|miuno of facts relative thereto.
4.9 The Parties will execute all suoh further and additional documents as shall be
reasonable, convenient, ncocusoryordosirah|�|o �ur?youith� provisionsofthiu /\&n:enmont.
5This &-rocmentcffecty the settlement ofo|nixnswhich are denied and
contested, and nothing contained herein shall be construed as an admission by either Party
o(any liability ofany kind \othe other Party. Each o[the Parties denies any
liability in connection with mnYdaino and intends horcbyao|u|v to avoid |iti&ationund buy its
peace.
6' ' :
6.1 This Agreement shall be deerned to have been executed and delivered within the State
of' California and the rights and obligations of the Parties shall be Construed and enforced in
accordance with. and governed by, the |uvvs o[thc S(u1c of California.
6.2 This Aoreernent is theentire aorcenient between the Parties with respecttothe sub ect
matter hereof. and supersedes all prior and contemporaneous oral and written agreements and
discussions re0un]ingthe same. This/\arormcn\muybcumcndcdon|ybyanaan:cmcntinv/ritint,,
signed by the Parties.
6.3 This Agreement is binding upon and shall inure to the bcncfito[the Parties, their
respective ugcn1y` employees. representatives. officers. dircctom, divisions, Subsidiaries, affiliates,
oysi�nu, succ�ssors in intcrcy{ uxd shareholders.
64 Each Partv has cooperated in the drafting and preparation of this Agreement. Hence,
inunyconstruction|obcmade ofthis Agreement,the same shall not bcconstrued against any Party.
6.5 In the event of |iti-ntinn re|udne to this /\grecnncn|, the prevailing Party shall he
entitled tooVorneys` Ices and costs, including flees tor the use ofin'bouyccounsel bvuparty.
6.6 This &Grrement, consis1|ngo[fourpagcs, iacnadcandnntercdintoonundasnfita
Effective Date inRedlands, (u|i5mrnio.
Page o[4
CITY OF REDLaNDS MUNOZ NSTRUCTION COMPANY
Fete Aguilar, avor Ke neth
ATTEST:
Satre Irwin, i Clerk