RES 2019-09 Adopted O O
RESOLUTION NO. 2019-09
AUTHORIZING THE CITY OF NORTH AUGUSTA TO ENTER INTO A
SETTLEMENT AGREEMENT WITH ODELL ASSOCIATES INC. INVOLVING A
DISPUTE RELATED TO THE CONTRACT OF MARCH 4 2014.
WHEREAS,the City entered into a contract with Odell Associates, Inc., dated
March 4, 2014, whereby Odell agreed to provide professional services to the City related to
the design of a minor-league baseball stadium; and
WHEREAS, a dispute arose between the parties regarding an allegation by the
City as to Odell's responsibility for certain owner-alleged errors and omissions; and
WHEREAS, the parties have negotiated this matter and have reached an
agreement that is satisfactory to both parties; and
WHEREAS, the final Settlement Agreement has been reduced to writing and
is set forth in the document attached hereto,marked Exhibit"A"; and
WHEREAS, Mayor and City Council have reviewed this Settlement
Agreement with input from the appropriate Representatives of the City and find that such
Agreement is reasonable,avoids the expense and inconvenience of litigation and is in the best
interest of the City.
NOW THEREFORE,BE IT RESOLVED by the Mayor and City Council of the City of North
Augusta, South Carolina,in meeting duly assembled and by the authority thereof,that the City
Administrator is authorized as follows:
1. To execute the attached document,marked as Exhibit"A"entitled,
"Final Settlement Agreement and Release"; and
2. To execute such other documentation necessary to carry out the
settlement as described.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS 4TH DAY OF MARCH,
2019.
SIGNZ�wr
ROBERT A.PETTIT,MAYOR
ATTESTED BY:
�k+K4A,1
SHARON LAMAR,CITY CLERK
FINAL SETTLEMENT AGREEMENT AND RELEASE
This Seat Agreement and Release ("Settlement Agreement") is made and entered
into as of thisSettle
of 3antrm7, 2019 by and between the City of North Augusta, South
Carolina ("Owner") and Odell Associates, Inc. ("Odell"), collectively referred to as (the
'Parties"). ll �P.6YUdvy
RECITALS
WHEREAS, by contract dated March 4, 2014, Odell agreed to provide professional
services to Owner ("Contract") for the design of a Minor League Baseball Stadium referred to
herein as the North Augusta Ballpark("Project");
WHEREAS, a dispute arose between the Parties regarding Odell's responsibility for
certain Owner-alleged errors and ommissions (specifically set forth in"Exhibit A") with respect
to the certain components of the Project("Dispute");
WHEREAS, the Parties desire to avoid the expense and inconvenience of litigation or
further dispute resolution procedures that may be required and,by their agreement now,intend to
compromise and settle all claims related to, arising out of, or as a result of the Project, including
but not limited to the Dispute,
NOW,THEREFORE,the Parties agree as follows:
• SETTLEMENT AGREEMENT
1. Consideration. Odell shall pay to Owner the total sum of Seventy-Five Thousand and
00/100 Dollars ($75,000.00)as good and valuable consideration for the resolution of the Dispute
and the promises contained herein("Settlement Amount").
2. Release. Upon Owner's receipt of the Settlement Amount referenced in Paragraph 1,
Owner does, on behalf of itself and its employces, agents, shareholders, members, assigns, and
insurers, hereby release and forever discharge any and all claims (including but not limited to
any actions, claims, demands and causes of action for any and all types, kinds, or character of
damages or injuries) related to, arising out of, or as a result of alleged errors and omissions of
Odell and/or its consultants (including but not limited to Smith Seckman Reid, Inc.) in
connection with the Ballpark Stadium, as set forth in"Exhibit A."
Odell, in consideration of the covenants and promises set forth in this Settlement Agreement,
does for itself and its employees, agents, shareholders, members, assigns, and insurers hereby
release and forever discharge any and all claims (including but not limited to any actions,claims,
demands and causes of action for any and all types, kinds, or character of damages or injuries)
related to payment by Owner for Odell's professional services for the Ballpark Stadium.
3. Reservation of Right. To the extent the Parties have or will in the future have disputes
regarding aspects of the Project not specifically released in this Settlement Agreement, the
Parties specifically reserve the right to assert all such claims.
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4. Authority to Bind. The Parties represent and warrant that they are legally authorized to
enter into this Settlement Agreement and make all representations, warranties, and promises
made herein; further each of the Parties represents and warrants that no other person, firm, or
entity is required to authorize the Release.
5. No Admission of Liability. The Parties agree and understand that this Settlement
Agreement is entered into solely for the purpose of avoiding the cost and inconvinience of
litigation and is not an admission of liability nor is it evidence of any wrongdoing by any of the
Parties.
6. Read and Understood. The Parties represent and warrant that they have read and agreed
to each and every term herein and are represented by counsel, or have had and declined to
consult with counsel, and have read and understood this Settlement Agreement.
7. Construction. This Settlement Agreement has been jointly drafted and shall be
construed as such,neither for or against any of the Parties. To the extent any obligation herein is
found to be ambigious, the obligations shall be construed in such a way to accomplish the intent
of the Parties described in the recitals.
8. Severability. If any court determines that any term, condition,clause, or provision of
this Settlement Agreement is invalid, only that term, condition,clause, or provision will be
invalid, and the rest will remain in full force and effect.
9. Final Integration. This Settlement Agreement constitutes the entire agreement between
the Parties relating to the Dispute and supersedes all prior agreements,understandings, and
negotiations or discussions, either oral or in writing, expressed or implied,between the Parties
with respect to the same.
10. Execution in Parts. This Settlement Agreement may be executed in any number of
actual or electronic copies of counterparts,each of which when so executed and delivered will be
an original.The executed signature page(s) from each actual or electronic copy of a counterpart
may be joined together and attached and will constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
AGREED TO BY:
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STATB OF
Todd Glover )
COUNTY )
City of North Augusta, SC PERSONALLY APPEARED BEFORE ME, the undersigned
authority, in and for the jurisdiction aforesaid, the within named,
TODD GLOVER, who acknowledged to me that he signed the above
and foregoing Settlement Agreement, on the day and year therein
stated and for the purpose therein mentioned and that the matters and
things therein stated are agreeable to him.
SWORN TO AND SUBSCRIBED BEFORE ME this,the day
of 2019.
Notary Public
My Commission Expires:
Y OCJsVY��i STATEOP ty1 td�10T..
I'M e Woollen,ALA )
anaging Principal COUNTY OF to t rlue ovum)
PERSONALLY APPEARED BEFORE ME, the undersigned
Odell Associates,Inc. authority, in and for the jurisdiction aforesaid, the within named,
MIRE WOOLLEN,who acknowledged to me that he signed the above
and foregoing Settlement Agreement, on the day and year therein
stated and for the purpose therein mentioned and that the matters and
things therein stated are agreeable to him.
WHITNE - VV SWORN TOAND SUBSCRIBED BEFORE ME this, the a�tn day
NCTARYPUBLIC of Y ✓ul ,2019.
M®Wartburg County
North Ceroilna
My Commisalon Expires Feb.22,2020 Notary Public
My Commission Expires:TflO1MCt,Y�I gat dao
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