JUDGMENT PAYMENT AGREEMENT
THIS JUDGMENT PAYMENT AGREEMENT (the "Agreement") is made and entered
into as of February 15, 2001 by and between EPICUS, INC., f/k/a Epic
Communications, Inc. f/k/a Telephone Company of Central Florida, Inc.
("Epicus") and SPRINT-FLORIDA, INC. ("Sprint")
WITNESSETH:
WHEREAS, on August 23, 2000, Sprint instituted an action against
Telephone Company of Central Florida, Inc. ("TCCF") as Case Number CIO-00-6197
in the Circuit Court of the Ninth Judicial Circuit in and for Orange County,
Florida styled Sprint-Florida, Inc. v. Telephone Company of Central Florida,
Inc. (the "Lawsuit"); and
WHEREAS, in the Lawsuit Sprint sought to collect certain sums Sprint
claims to be due and owing pursuant to the terms of that certain Master Resale
Agreement for the State of Florida dated May 17, 1999 executed by and between
the TCCF and Sprint (the "Resale Agreement"); and
WHEREAS, on December 21, 2000 a summary final judgment was entered
in favor of Sprint and against EPICUS in the amount of $321,587.52, together
with interest thereon at the rate provided by law from and after the date of
the summary final judgment (the "Judgment"); and
WHEREAS, TCCF changed its name to Epic Communications, Inc., which in
turn changed its name to EPICUS, INC., and
WHEREAS, the parties desire to avoid any further expense resulting
from efforts to collect, by contested actions, the amounts owing on the
Judgment, to provide for an orderly satisfaction of the Judgment, and to
otherwise resolve once and forever the claims between them.
NOW THEREFORE, for and in consideration of the foregoing premises,
the mutual covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged
and accepted, the parties agree as follows:
1. All parties acknowledge and agree that the foregoing premises are true
and correct in all respects.
2. All parties acknowledge and agree that the Judgment shall be satisfied,
in full, by the following payments to be made by EPICUS to Sprint:
a. The payment of $10,000.00 on the 15th day of each month for 18
consecutive months commencing March 15, 2001 and continuing on
the 15th day of each month thereafter through and including
September 15, 2002;
b. The payment, on or before October 15, 2002, of the sum of
$141,587.52.
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3. Upon all payments being made as set forth above, Sprint shall execute
one or more satisfactions of Judgment, in a form reasonably satisfactory to
counsel for EPICUS, and which shall be appropriate for recordation and/or to
otherwise satisfy the Judgment in the State of Florida.
4. Notwithstanding the foregoing paragraph, until such time as all
payments required to be made hereunder have been made, the Judgment shall
continue to accrue interest and otherwise remain outstanding, and will not
be adversely impacted by the execution of, and/or part performance of, the
obligations under this Agreement, other than for a reduction in the amount
owing on the Judgment for any and all amounts actually paid hereunder.
5. Once all payments required to be paid hereunder have been paid,
Sprint shall then, but only then, negotiate in good faith with EPICUS
to reach agreement on the terms of a Master Resale Agreement for Sprint
and EPICUS for resale of Sprint's local telecommunication services by
EPICUS within certain regions of the State of Florida. This provision
shall not be construed or interpreted to require the entering into of any
such agreement; rather, this provision shall only be interpreted to require
Sprint to negotiate in good faith to attempt to reach the terms of such an
agreement.
6. In the event any amounts required to be paid hereunder are not made
on or before the 15th day of any month, Sprint may, at its option, give
written notice of such default to EPICUS in the manner provided herein.
In the event EPICUS has not cured such default on or within five days of the
date such notice of default has been given in accordance with paragraph 8
below (a "Default"), then and in such event, Sprint without any other
notice whatsoever, may immediately declare this Agreement to be in default,
and to thereafter pursue collection of the Judgment, in full, except for such
amounts as have been actually paid hereunder and in doing so may pursue any
and all collection remedies available under applicable law.
7. All parties hereto acknowledge, covenant and agree that Sprint may, at
its option, record in the public records of any county in the State of Florida
that it deems appropriate a certified copy or copies of the Judgment, may
deliver a writ of execution(s) to the sheriff of such county or counties in
the State of Florida it deems appropriate and/or undertake such other action
as may create a judgment lien on the real or personal property of EPICUS
in the State of Florida, without being necessary or appropriate to perfect
under applicable state or federal law (including bankruptcy law) a judgment
lien on the real and personal property of EPICUS, Sprint shall not otherwise
undertake any action to collect the Judgment unless and until a default
hereunder has occurred.
8. Any and all payments required to be made hereunder shall be made to
Sprint at the following address:
Sprint-Florida, Inc.
Attn: Xxxx Xxxxxxx
MS: FLAPKA0202
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
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For purposes of this agreement, a payment shall be conclusively deemed to have
been made at the time of actual receipt of collected funds at the designated
address. Payments shall be made at the above address until such time as a
written notice of a change of address to which payment should be made has been
prived to EPICUS in accordance with paragraph 9 below.
9 All notices, elections, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to
have been given at the time personally delivered or on the third day after
such is postmarked and mailed by any party by registered or certified United
States Mail, postage prepaid thereon, return receipt requested, addressed to
the parties as follows, or to such other person or place specified by any
party hereto in any notice given in accordance with the terms hereof:
If to Sprint:
Sprint-Florida, Inc.
Attn: Xxxx Xxxxxx
MS:FLAPKA0202
000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
With cpies to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxx LLP
000 X. Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxx, Esq.
Spring, Incorporated
0000 Xxxx Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
If to EPICUS
Xxxxxx Xxxxxxx
0000 X. Xxxx Xxxx Xxxx., Xxx X
Xxxx Xxxx, XX 00000
With a copy to:
Xxxxx Xxxxxx, Esq.
Xxxxxxxxx, Xxxxxx & Manm
000 X. Xxxxxx Xxx., Xxx 0000
Xxxxxxx, XX 00000
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10. The parties hereto do covenant and agree that they shall execute
any and all such other and further documents as counsel to any party hereto
may reasonably request in order to effectuate the terms, purposes and intents
of this Agreement.
11. Each party hereto shall be responsible for his, her or its own
attorneys' fees incurred in connection with the Lawsuit, the Judgment, and/or
the preparation and execution of this Agreement. Notwithstanding the
foregoing sentence, the prevailing party in any action under this Agreement,
or under any document referred to or contemplated hereby shall be entitled to
recover from the nonprevailing party or parties reasonable attorneys' fees on
trial or on appeal and which are incurred in the enforcement of its rights
herein.
12. This Agreement constitutes the sole and entire agreement between
the parties regarding the subject matter hereon and there are no other
covenants, promises, agreements or understandings regarding the same except
as expressly set forth herein.
13. No modification or attempted modification of the terms hereof shall
be effective, absent a signed writing by all the parties hereto.
14. Time is of the essence of the provisions of this Agreement.
15. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and
the same instrument.
16. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs and legal representatives.
17. There is not intended to be, nor shall there by, any third party
beneficiaries to this Agreement.
18. The failure of any party to seek redress for a violation of, or upon
the strict performance of any covenant or condition of this Agreement shall
not constitute a waiver thereof, unless otherwise specifically set forth in
writing.
19. Each of the parties hereto has represented and warranted to the other
parties that it has read and considered the terms of this Agreement, has
consulted, to the extent being necessary or appropriate, the attorney of
its own choice, and executes the same as its own free and voluntary act.
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State of _______
County of ________
The foregoing instrument was acknowledged before me this ____ day of
______ 2001 by _______, as ________ of SPRINT-FLORIDA, INC., on behalf
of the corporation, who is personally known to me or who has produced
________ as identification and who (did/did not) take an oath.
_______________________
NOTARY PUBLIC
_______________________
Typed or Printed Name of Notary
My commission expires:_____________
Serial No., if any?:_______________
State of _______
County of ________
The foregoing instrument was acknowledged before me this ____ day of
______ 2001 by _______, as ________ of EPICUS, INC., f/k/a Epic
Communications, Inc., f/k/a Telephone Company of Central Florida, Inc.,
on behalf of the corporation, who is personally known to me or who has
produced ________ as identification and who (did/did not) take an oath.
_______________________
NOTARY PUBLIC
_______________________
Typed or Printed Name of Notary
My commission expires:_____________
Serial No., if any?:_______________
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year first above written.
WITNESSES SPRINT-FLORIDA, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxx
------------------------ ----------------------
Xxxxxxx X. Xxxxx By: Xxxxxxx Xxxxxx
Title: Regional Director-Carrier Accounts South
/s/ Xxxxx X. Xxxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxxx EPICUS, INC., f/ka/ Epic Communications,
--------------------------- Inc., f/k/a Telephone Company of Central
Xxxxxx Xxxxxxxxx Florida, Inc.
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
-------------------------- ------------------------
Xxxxxx Xxxxx By: Geradrd Haryman
Title: President and Chairman of the Board
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