Contract - Westar Construction, Inc. - 7/9/2015 SETTLEMENT AGREEMENT AND RELEASE
This will confirm the agreement ("Agreement") of THE CITY OF ROUND ROCK
("City") and WESTAR CONSTRUCTION, INC. ("Westar"). City and Westar may be
individually referred to as a"Party"and collectively as"the Parties." This agreement is effective
June 29,2015 ("Effective Date").
Recitals. Certain issues arose among the Parties concerning the contract between the
Parties pertaining to the Oxford Boulevard Culvert Replacement Project ("Project"). In order to
resolve any issues, and for good and valuable consideration, including the covenants below, and
without any admission of fault, the Parties agree as follows:
1. Payment. City agrees to pay Westar One Hundred Fifty Five Thousand Dollars
and No Cents ($155,000.00)by check payable to Armbrust&Brown, PLLC, Trustee.
2. Release. Effective upon the execution of this Agreement, City and Westar,
individually and for any principals, agents or affiliates, release, acquit and forever discharge one
another and any of an opposing party's officers, members, council members, staff, agents,
representatives, heirs, beneficiaries, successors, assigns, affiliates, parent entities, attorneys, and
insurers, of and from any and all liability, causes of action or actions, suits, claims, damages,
obligations,judgments, levies and executions, at law or in equity, whether known or unknown,
liquidated or unliquidated, fixed or contingent, direct or indirect, asserted or unasserted, which a
party currently has, has ever had in the past, or may have in the future, and whether based in
contract, tort, statute, common law, or otherwise, that arise in whole or in part, or are attributable
to or in any way arise out of or are related to, whether directly or indirectly, the transaction made
the basis of the Lawsuit and/or the Project. The Lawsuit will be dismissed with prejudice.
3. Effective Upon Execution. This Agreement becomes binding following its
execution by the Parties.
4. Governing Law. This Agreement and the rights of the Parties hereunder are
subject to and shall be interpreted in accordance with the laws of the State of Texas, without
regard to principles of conflicts of law.
5. Execution in Counterparts/Facsimile. This Agreement may be executed in any
number of counterparts with the same effect as if all Parties had signed the same document. All
counterparts will be construed together and constitute one agreement. A facsimile or other
electronic transmission of a Party's signature page binds that Party with the same force and
effect as if signed and delivered in original.
6. Binding Effect: Each and all of the covenants, terms, provisions and agreements
contained herein are binding upon and inure to the benefit of the Parties, their respective heirs,
assigns, successors and legal representatives.
7. Entire Agreement: This Agreement contains the entire agreement between the
Parties. This Agreement supersedes any prior understandings or oral or written agreements
between the Parties with respect to the subject matter of this Agreement.
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8. Captions. Article or section titles or captions are inserted only as a matter of
convenience and for reference and do not define, limit, extend, or describe the scope of this
Agreement.
9. Interpretation. Each of the Parties have been represented by legal counsel of
their choosing in the negotiation and preparation of this Agreement. Regardless of which Party
prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute,
concerning its meaning or application, be interpreted fairly and reasonably and neither more
strongly for or against any Party.
10. Further Assurances. The Parties agree to execute such further documents or
take such further action as is reasonably necessary to effectuate the intent of this Agreement and
covenants set forth herein.
11. Authority to Settle. Each signatory represents and warrants that he or she has
authority to execute this document. THE UNDERSIGNED HAVE READ THIS
SETTLEMENT AGREEMENT AND AGREE TO ITS TERMS.
12. Non-Disparagement and Confidentiality. The Parties agree not to disparage
one another. Nothing herein shall be construed as an admission of liability by any of the Parties,
all such liability being expressly denied. The parties agree that the terms of this agreement are
strictly confidential and shall not be disclosed except as necessary for professional advice.
13. Attorneys' Fees. The Parties agree that any attorneys' fees or costs incurred in
connection with the disputes settled herein shall be paid by the party incurring same. In a suit to
enforce this Agreement, the prevailing party shall be entitled to recover reasonable and necessary
attorneys' fees.
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AGREED:
CITY F O�UMND R CIC
d / 1
Date:
G
By: DI 1 W $
STATE OF TEXAS §
COUNTY OF W 114,1'a V)Sa f §
hr Subscribed and sworn to before me, the undersigned authority, on this day duly appeared
f' A V1G/yIyy and executed the fore Ding Partial Settlement Agreement and
Release as their
'own
`^free act on this jrday of 2015, to which witness my hand
and official seal.
jam. SAM LEKQH WHITE
MY COMMISSION EXPIRES
Juy 11,2016 NOTARY PUBLIC IN AND F R
THE STATE OF TEXAS
WESTAR CONSTRUCTION, INC.
Date:
BY:
STATE OF TEXAS §
COUNTY OF
Subscribed and sworn to before me, the undersigned authority, on this day duly appeared
Mark Wi(L�.Sdmwn and executed the foregoing Partial Settlement Agreement and
Release as their own free act on this day of u 2015, to which witness my hand
and official seal.
NOTARY P LIC IN AND F
THE STATE OF TEXAS
COREY MATTHEW PETTY
Notary Public,state of Texas
(W0658854.1) , My Commission Expires
March 18, 2019