19-327ORDINANCE NO. 19-327
AN ORDINANCE APPROVING A SETTLEMENT AGREEMENT AND RELEASE
BETWEEN THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION,
AND AMERICAN BIO SOURCE, LLC, A TEXAS LIMITED LIABILITY COMPANY,
REGARDING ISSUES AND DISPUTES RELATED TO A LEASE AGREEMENT APPROVED
UNDER ORDINANCE NO. 2014-020 AND AUTHORIZING THE CITY MANAGER, OR HIS
DESIGNEE, TO EXECUTE THE SAME; APPROVING THE EXPENDITURE OF FUNDS
THEREFOR; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City's attorneys negotiated a settlement of the issues and disputes related
to a lease agreement between the City and American Bio Source that was approved by Council
under Ordinance No. 2014-020; and
WHEREAS, the parties have prepared a Settlement Agreement and Release to completely
and fully settle and release the issues and disputes related to the lease agreement; and
NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations contained in the preamble of this ordinance are incorporated
herein by reference.
SECTION 2. The City Council approves the Settlement Agreement and Release between
the City and American Bio Source, LLC, attached as Exhibit "A" and authorizes the City Manager,
or his designee, and the City's attorneys, to act on the City's behalf in approving and executing
the attached Settlement Agreement and Release and any and all documents necessary or
appropriate to effectuate the terms of the Settlement Agreement and Release, including
expenditure of budgeted funds, and to take other actions necessary to complete the agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
l This O ddn-,.ii e Iry -passed swd a a[)proved
secocic:d�at�. on t��.� i�ance was by
l w N{
by the 16110wiligvote [ ., - _ .j:
Abstain Absent
Mayor Chris Watts,
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the �iday of 2019.
u.. . .........................
........... CHRIS Al"I'S, MAYOR
ATTEST:
RACIA(7t, WOOD, '�-*ITY SECRETARY
BY:
'TX�
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
. . . . . . . . . ...................... . . . .
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This ScU|cmcrAAgrecnncni and Ke!cusc (this ''A�rxcnmmn{'') iycnicr�d into omo�Ju(c o[1hc |�� xi�nu\orc
bc|ow(''[Dcctirc Date") by and between (u)ll|E CITY 01" D[N'K}N. uTczaa hnnoc-ndc monicipu|
corporation (''Uco|on-)and (h)&MEK|CAN B08OL'RCE. Li('.0Texas Domestic iinnilcd Liability
Company (-/\onohcun Oio Snurcc-). Collectively. Denton and &nncdcxn Bio Source shall be referred to
'is the "Parties".
BACKGROUND
W1|E|lE/\SAmerican 8ioSource leased M.otracts o[|uud(described inEAbihi<Al and 82\othe nrilhnu|
Lease Agreement which was approved by Dcnlon*yCounoi| on ]onour7 7. 2014 in Ordinance No. 2014-
020which is incorporated by reference hcrcin)|iom Denton located at Dcnion'o |and0L and said lease
expired mn Dcucnobcr ]|. 2018 and to which Denton noLiOcd American Bio Source that it would not be
renewing thco�rc�n�cnt� [hiy a�reunoni concerns Ule need i�r/\mcdcan 8io Source to |IavCu |inoiicd
additional time beyond December -11. 2018 to ccase operations. vacate tile propel-ty. and relocate to their
nc,x|ocotioo.
NOW, THEREFORE. for good and VxlLiable consideration. tile receipt and SLItficiency of'which is hereby
uckoovv|cdocd'and intcndino1ohc |c,1o11y hnund hcrcby. |)cnhm and American Biu Source hcrchvuoxc.
as follows:
AGREED TERMS
|� po�ic� u�rcc |hu\ uU opccaiions by
American Biu Source Oil \hc property [eased by Denton *iU cease oil [chruury 15. 2019. /\isuch time.
the oas SLIPply to the filCilit\, will be shut olTand it-LICk-S VVith product 01-Illatel-ial will no lonoer be permitted
nokx [}cnk`n'a landfill. From said date. American Bio 8nuoc*iU lhcnhove [brty-U,c(45)days 1ovacate
the property but ill nocvcn1noilater lhunMurch]|�207V.
American Bio Source to purchase all eqLIIpIllCIlI related to hiodiesel operations other than tile building
transt'erred immediately as ol'the lTFcctIvc Date. This $5.000 pa�'IIICI`lt is CILIC and payable sixty (60) afler
American Bio Source vacates tile premises but in no event not later than May 30. 2019.
l i ' Denton agrees that the disputed
hU|ingufor uopuidrcn1bonn]onuxrV20|4through Fchumry20lS'late charges 1ronnMarch 20l5\boouub
April 2Al0'and the sccuriiydeposit of' $2'200bc 1`61-givC11. llx/s. the porticsa,-occ that American Bio
Snurzehas u$V balance due [hruny ocnL hiUings. |oke Fees. surchnrlUca. taxes. and yccuhiydeposiL
4. Phase I and Phase 11 environmental studies. Dcn!mnagrees [ofund 5UY6nrtile Phase l
cnniv000ncntu| Study. &nnchcnn Bio 8nurrcagrees io pay all custyo[u Phase l| s1ody, If necessary, and
tnperffinm ulcon-upo[uU cnVinonmen1u| iSyucxoiirihutCd to /\mcdcun Bin Source operations. American
Bio Source agrees in uunup|CiC thu Phusc | cnrirnnnncnou| s\udv. and Phase O cuvivoonuen\oJ uuu{v i[
required, by &4oy ]0, 2010.
5. .The Paoicu.onhchu|[o[themselves. ih6rprcdcccyaom,Successors, direct
�n and indirect po,�1 companies. direct and indiroot Subsidiary conopmlics, companies under common
control with any of me fa going. affiliates. and assigns. and its and their past. present. and future officers.
director& shareholders, interest holdern members. partners. attorneys. agents, employees, managers.
representatives, assigns. and successors in interest, and A] persons acting by. through. under or in concert
with them. and each of them, hereby release and discharge the other Party, together with their
predecessors, successors, direct and indirect parent companies. direct and indirect subsidiary companies,
companies under common control with any of the foregoing. affiliates and assigns and its and their past.
present, and future officers, directors. shareholdern interest holders. members. partners, attorneys, agents.
employees, managers. representatives. assigns. and successors in interest. and all persons acting by.
through, under. or In concert with them. and each of them, from all known and Unknown charges.
complaints. claims. grievances, liabilities. obligations. promises. agreements. controversies. damages.
actions. causes ofaction. suits. rights. dentalKIR costs. losses. dehts. penalties. fees, wages, medical costs,
pain and su0bring. mental anguish, emotional distress. expenses (including attorneys' fees and costs
actually incurred}, and punitive damages. of any nature whatsoever, known or unknown. which either
Party ham or may have had. against the other party. \yhether or not apparent or vet to be discovered. or
which may hereafter develox for any acts or omissions related to or arising from:
(a) the Lease agreement:
(b) any other matter between the. Parties: and/or
(c) any claims under federal. state. or local law, rule, or regulation.
This Agreement resolves any claim for relief that is. or could have been al4ged, no matter
how characterized. including, without limitation. compensatory damages. damages for breach of contract.
bad faith damages, reliance damages. liquidated damages. damages for humiliation and embarrassment.
punitive damages. costs, and attorneys' fees related to or arising from 5 (a). (b). and (e) above.
C. ( t)aitwl.tu��ala. t � � 1�,.��p,mN'n 1"ut�ire 'Il��i[t�,,�' _ < ui ,�tlnnt ���k .Mach Party affirms that it has
not filed with any governmental agency or court any type of action or report against the other Party and
currently knows of no existing act or omission by the other Party that may constitute a claim or liability
excluded from the release above.
7. ncknowl edumcnt (A' Settlement.. The Parties. as broadly described above. acknowledge
_
that (a) the consideration set forth in this Agreement. which includes. but is not limited to. the extension
of time to vacate the landfill and Settlement Payment. is in roll settlement of all claims or losses of
whatsoever hind or character that they have. or may ever have had. against the other Party. as broadly
described above. including by reason of the Disputc and (b) by sib-ning this Agreement. and accepting the
consideration provided herein and the benefits of it. they are giving up forever any right to seek further
monetary or other relief from the other Party, as broadly described aNwo for any acts or omissions up to
and includhg the Effective Date, as set forth above.
8. 4 de1V,,,61'V141t�.,_tgf �....L...tl�z]ma.y', The Parties acknowledge that the consideration a ['el.d upon
was as a coinproinise and final settlement of' disputed claims and that consideration agreed upon
herein is not. and nuq wt be constI'Lled as. an admission of liability by either Party and is not to he
construed as an admission that either Party engaged in any wrongful. tortioum or unlawful activity. Each
Party specifically disclaims and denies (a) any liability to the Other Party and (b) engaging in any
wron0ful, tOrtiOUS, or unlawful activity.
I
9. an�i'Ce ellt Is .f,,,•e 2l1y_l�olid�i.M-1. The Parties intend this Agreement to be legally binding
upon and shall inure to the benefit of., each ol'them and their respective successors. assigns. executors.
administrators. heirs. and estates. Moreover. the persons and entities referred to in paragraph 3 above, but
not a Party, arc third -party beneficiaries ofthis Aurecnlent.
10. I rk,l..p..!,',ITM......;ls � , titicttt. The recitals set Lorth at the beginning of this Agreement are
incorporated by reference and made a part of this Agreement. This .A()reenlent constitules the entire
a`.'reement and (Illdel'Standing of the Parties and supersedes all prior nepotlatlons and/or agreements.
plC}17oSCd Ol'Otherw Itie, w'!'IttC ll or Oral COIICef -pill" the subject platter hereof. Furthermore. no modification
of this Agreement shall he binding unless in writing and signed by each oi'the parties hereto.
1 1, Nev, or Diffcrgm 1, dCLS: N�) 1:�..p9��(1. I:xccpt as provided herein. this Agreement shall be, and
remain. in effect despite any alleged breach of this Agreement or the discovery or existence of any new
or additional fact. or any fact different from that which either PartN now knotirs or believes to be true.
Notwithstanding the foregoing.. nothing in this Agreement shall be construed as. or constitute. a release of
any Party's rights to enforce the terms ofthis Aureement.
12. Should any provision of this Agreement be declared or be determined by
any court to be illegal or invalid. the validity of the remaining parts. terms. or provisions shall not he
affected thereby and said illegal or invalid part, terns. or provision shall be deemed not to be a part of this
Agreement. The headings within this Agreement are purely fur convenience and are not to be used as an
aid in interpretation. ;Moreover, this Agreement shall not be construed against either Party as the author or
drafter of the Agreement.
13. RcllalzlcQ..l,�n„Q wn Counsel. In entering into this A—reeillent, the Parties acknowledge that
they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own
choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the
consideration set forth herein, no promises or representations of any kind have been made to them by the
other Party, The Parties represent and acknowledge that in executing this Agreement they did not rely.
and have not relied. upon any representation or statement. whether oral or written. made by the other Party
or by that other Party's agents. representatives. or attorneys with regard to the subject platter. basis. or
el'fect of this Agreement or otherwise.
14. { owlter.pans. This Agreement nla\ be executed by the Parties in counterparts, each of -
which shall be deemed an original, but all of wyhich together shall constitute one and the same instrument.
15. Awhorit to I,.'xec ltt �^�,�Ml�,e nyti .lay siLonin�a below, each Party warrants and represents
that the person signing this Agreement on its behalf has authority to bind that Party and that the Party's
execution of this Agreement is not in violation ol'anv by-lay.ti., covenants. and/or other restrictions placed
upon them by their respective entities.
16. 1_� j` clkc 1,'Xm.c. The terms of the Aurcement will be effective when an executed copy of
this Agreement is last signed below as described in the preamble above (the "Effective Date").
READ THE FOIZEGOINC. DOCUMENT CAREFULLY. IT INCLUDES A
RELEASE OF KNOWN AND UNKNOWN CLAIMS.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this
Agreement to be executed as of the date(s) set forth below.
for THE CITY OFDENTON
Title-. If-, A- M6tA&4 � e'
Signed this day of
rug 41 2019
for AMERICAN B10 SOURCE LL,C
Titl
Signed on this day of
20190