Loading...
HomeMy WebLinkAbout21-70 Resolution No. 21-70 RESOLUTION AUTHORIZING EXECUTION OF TERMINATION AGREEMENT AND MUTUAL RELEASE WITH CTM MANAGEMENT D/B/A MUSCAT PAINTING AND DECORATING RELATING TO AN AGREEMENT FOR CERTAIN WORK AT THE LEO NELSON WATER TREATMENT PLANT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Termination Agreement and Mutual Release on behalf of the City of Elgin with CTM Management d/b/a Muscat Painting and Decorating relating to an agreement for certain work at the Leo Nelson Water Treatment Plant, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 28, 2021 Adopted: April 28, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk i i f TERNUNATION AGREEMENT AND MUTUAL RELEASE This Termination Agreement and Mutual Release ("Agreement") is made and entered into this 28th day of April ,2021, by and between the City of Elgin, an Illinois Municipal Corporation("City") and CTM Management d/b/a Muscat Painting Ss Decorating("Muscat"), an Illinois corporation, with a principal place of business at 555 Ashland Avenue, East Dundee, Illinois 60118, collectively referred to as"the Parties". WHEREAS,the Parties entered into an agreement dated June 29,2020,for the purpose of performing work at the Leo Nelson Water Treatment Plant, located at 375 W. River Road, Elgin, IL 60123 ("Original Agreement");and WHEREAS, the Parties have mutually decided to terminate the said Original Agreement and to further waive and release any and all further rights, liabilities, obligations and duties whatsoever arising out of or in connection with the Original Agreement. NOW, THERE'FORE, in consideration of the mutual covenants and other good and valuable consideration hercinafler set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation The above recitals are hereby incorporated into and made a part of this Agreement as if fully recited herein. 2. Termination The Original Agreement is hereby terminated and shall be and is null and void and of no further effect whatsoever as of thetoo date f this Agreement, and neither party shall have any further rights, duties or obligations of any kind under said Original Agreement. 3. Mutual Release The City and Muscat hereby mutually agree and do hereby waive and release one another and their respective officials, officers, members, managers,employees, agents and all other related persons and entities from any and all claims for damages, lawsuits, liabilities or any other damages of whatsoever nature, whether direct or indirect, arising out of or with respect to the Original Agreement. 4. Assumption of Unpaid Obligations; Reimbursement Each of the Parties hereto shall each pay and bear any and all of its own costs, debts and expenses in any way arising out of or in connection with the Original Agreement or the p erfonnance thereof, i whether direct or indirect and arising out of or in connection with this Agreement or the performance thereof, whether direct or indirect. Neither party hereto shall be liable to the other party hereto for the payment of any monetary damages relating to or arising out of the Original i Agreement for whatsoever reason; and neither party hereto shall be liable for the performance of or liable to perform any obligations pursuant to the Original Agreement. 5. Jurisdiction The Parties hereby irrevocably consent to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this Agreement or the subject matter hereof; and Muscat agrees that service by first class U.S. mail to the entity and address provided for herein shall constitute effective service. The Parties waive any rights to a jury. 6. Notices All notices,reports and documents required under this Agreement shall be in writing and shall be mailed.by First Class Mail,postage prepaid, addressed as follows: A. As to CITY: B. As to MUSCAT: Legal Department Brett Muscat City of Elgin Muscat Painting&Decorating 150 Dexter Court 555 Ashland Ave. Elgin,Illinois 60120-5555 East Dundee,IL 60118 7. Remedies Each party shall have all remedies available at law of equity for the breach by the other party of any term of this Agreement. Without limiting the foregoing,the parties shall be entitled to specific performance of this Agreement. In any litigation arising under this Agreement, the prevailing party shall not be entitled to recover its costs of litigation,including reasonable attorney's fees,in addition to any other relief awarded. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Illinois. 9. Severability The terms of this Agreement shall be severable. In the event any of the terms or the provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason, the remainder of this Agreement shall remain in full force and effect. 9. Execution This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an 2 original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. Entire Agreement This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes, controls and discharges any prior oral or written,or contemporaneous oral agreements. In the event of any conflict between the terms of this Agreement and the terms of the Original Agreement, the terms of this Agreement shall supersede and control. CTM Manageyxrent d/b/a Muscat fainting& CITY OF ELGIN Decorating Signature Richard G.Kazal, City M er Owner Attest Title Clerk FALegal DepMgreementNuscat-Mutual Agreement-3-19-21.docx 3