Exhibit 10.14
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (the "Agreement") by and among
L.A.W. Properties Coral Springs, LLC. ("LAW"), P.D.C. Innovative Industries,
Inc. ("PDC" or the "Company") and Xxxxxx Xxxxxx ("Guarantor") is dated as of the
11th day of March, 2004.
RECITALS:
WHEREAS, LAW and PDC entered into a lease agreement on July 7, 2000,
which lease superceded a prior lease between LAW and PDC dated April 1,1998 (the
"Lease");
WHEREAS, the Lease was individually guaranteed by Guarantor; and
WHEREAS, pursuant to and/or in connection with such Lease, PDC became
indebted to LAW;
WHEREAS, LAW commenced an action in the Circuit Court of the 17th
Judicial Circuit in and for Broward County, Florida (Case No. 02-016659(09)) to
recover monies owed under the Lease, and pursuant to such action, a Final
Judgment for Possession & Damages was entered on October 17, 2002 in the amount
of $224,122.00, together with reasonable attorney's fees of $2,245 and court
costs of $340 (the "Obligation");
WHEREAS, LAW is currently in possession of PDC's construction levels,
certain machinery, furniture and office equipment (the "Equipment");
WHEREAS, PDC, Xxxxxx and LAW desire to reach an amicable settlement
with respect to such Obligation and the Equipment and with respect to
Guarantor's obligations under such Lease;
NOW THEREFORE, in consideration of the mutual promises, terms and
conditions set forth herein and other good and valuable consideration the
receipt and sufficiency of which is acknowledged by the parties hereto, the
parties stipulate and agree as follows:
STIPULATION AND AGREEMENT
1. Recitals True and Correct. The foregoing recitals are true and
correct and are incorporated herein by reference and made part of this Agreement
as if fully set forth herein.
2. The Settlement Payment. , PDC shall pay to LAW the sum of $25,000
plus simple interest at the rate of ten (10%) percent per annum in full and
final satisfaction of the Obligation and for the return by LAW of the Equipment
as follows:
(a) Concurrent with the execution of this Agreement, PDC will
execute and deliver to LAW a promissory note ("Promissory Note"), the form of
which is attached hereto as Exhibit A and made a part hereof, in favor of LAW in
the principal amount of Twenty-Five Thousand Dollars ($25,000.00), which amount
shall bear simple interest at the rate of ten (10%) percent per annum, and shall
become due and owing in a lump sum payment on June 30, 2004 (the
"Settlement Payment"), unless earlier prepaid (in which case without any
prepayment penalty). Such Promissory Note shall provide for payment of the
Settlement Payment to Xxxxxx Xxxxxx, Esq. , who will hold such Settlement
Payment until LAW has satisfied the provisions of paragraph 2(b) hereof.
(b) Such Settlement Payment shall be held in trust by Xxxxxx
Xxxxxx, Esq., 00 XX 0xx Xx., Xxxxx 0000, Xxxxx, XX 00000, until such time as LAW
delivers to PDC and Guarantor, pursuant to the notice provisions set forth
herein, a copy of a recorded Satisfaction of Judgment (as more fully described
in paragraph 4 below).
3. Release of Equipment. Upon execution of this Agreement, LAW shall
return the Equipment to PDC.
4 Satisfaction of Judgment. Within five days after receipt by
___________ of the Settlement Payment, LAW shall file and record a Satisfaction
of Judgment in any jurisdiction in which the Final Judgment has been recorded,
and shall promptly deliver to PDC and Guarantor a copy of such recorded
Satisfaction of Judgment.
5. Release. In consideration of such Settlement Payment, LAW hereby
releases and discharges PDC, PDC"s directors, officers, shareholders,
principals, agents, attorneys, servants, employees, heirs administrators,
executors, successors, assigns, representatives and subsidiaries, and Guarantor,
Xxxxxx Xxxxxx, from any and all claims, demands, setoffs, defenses, contracts,
accounts, suits, debts, agreements, actions, claims or causes of action,
counterclaims, sums of money, bonds, bills, specialties, covenants, promises,
variances, damages, executions, judgments, controversies and disputes, and any
past, present or future duties, responsibilities, or obligations, which LAW may
now have or may hereafter have relating, directly or indirectly, to, or arising
at any time, directly or indirectly, out of the Lease.
6. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested, via
telecopier, or via overnight delivery service by a nationally recognized
carrier:
PDC: P.D.C. Innovative Industries, Inc.
Attention: Mr. Xxxx Xxxxx
000 Xxxxx Xxxxxx Xxxxxx,
Xxxxx 0
Xxxxx, XX 00000
Telecopier No. (000) 000-0000
LAW: L.A.W. Properties Coral Springs, LLC
Attention: Clive Usther
00000 Xxxx Xxxxx Xxxxxxx
Xxxxx Xxxxx Xxxxx, XX 00000
Telecopier: __________________
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Guarantor: Xx. Xxxxxx Xxxxxx
0000 XX 000xx Xxxxxxx
Xxxxx Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
7. Binding Effect: Assignment. This Agreement shall be binding upon and
inure to the benefit of the respective parties and their heirs, successors and
assigns. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either of the parties hereto without the prior
written consent of the other party.
8. Modifications, Amendments and Waivers. This Agreement may not be
modified or amended except in a writing executed by the parties hereto. No
waiver by any party of any breach of any term or provision hereof shall be
construed as a waiver of any subsequent breach of that term or provision or any
other term or provision of the same or of a different nature.
9. Unenforcability of Any Term or Provision of Agreement. If any
term(s) or provision(s) of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforcability shall apply only to such
term(s) or provision(s) and shall not in any way affect or render invalid or
unenforceable any other term(s) or provision(s) of this Agreement.
10. Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
11. Counterparts; Facsimile Copies. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. An executed copy of this
Agreement received by way of facsimile shall be deemed to be an original
enforceable and admissible for all purposes as may be necessary under the terms
hereof.
12. Governing Law; Jurisdiction; Waiver of Jury Trial; Recovery of
Attorneys' Fees. This Agreement shall be governed by and construed solely in
accordance with the laws of the State of Florida without regard to choice or
conflict of law provisions. Any actions or proceedings arising out of or
relating to this Agreement shall occur solely in the venue and jurisdiction of
the federal and state courts located in Broward County, Florida. In recognition
of the fact that the issue which would arise under this Agreement are of such a
complex nature that they could not be properly tried before a jury, each of the
parties waives trial by jury. The prevailing party/parties in any such action or
proceeding shall be entitled to recover its/their reasonable attorneys' fees and
costs from the other party/parties.
13. Negotiated Agreement. This Agreement is to be construed fairly and
simply and not strictly for or against either of the parties hereto. The parties
to this Agreement acknowledge that this is a negotiated agreement, that they
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have each carefully read and reviewed this Agreement, and therefore, agree that
in no event shall the terms of this Agreement be construed against either party
on the basis that such party or its counsel drafted this Agreement.
14. Entire Agreement. This Agreement and the Promissory Note
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties and there are no
representations, warranties or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth
herein.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
P.D.C. INNOVATIVE INDUSTRIES, INC.
By:/s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
L.A.W. Properties Coral Springs, LLC
By:/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx X. Xxxxx, MD Manager
PRINT NAME AND TITLE
GUARANTOR
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
0
XXXXXXXXXX XXXX
Xxxx Xxxxxxxxxx, Xxxxxxx $25,000
FOR VALUE RECEIVED, the undersigned, as maker hereof (the "Maker"),
does hereby promise to pay, pursuant to the terms contained herein, in lawful
money of the United States of America to Xxxxxx Xxxxxx, Esq., whose address is
00 X.X. 0xx Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000 for the order of L.A.W.
Properties Coral Springs, LLC ("LAW") as payee, the principal sum of TWENTY-FIVE
THOUSAND DOLLARS ($25,000.00). Capitalized terms not defined herein shall have
the same meaning as set forth in the Settlement and Release Agreement by and
between LAW, Maker and Xxxxxx Xxxxxx dated as of February __, 2004.
The principal amount of $25,000.00 shall bear simple interest at the
rate of ten (10%) percent per annum and shall mature on the 30th day of June,
2004 (the "Due Date"), at which time the entire unpaid principal balance,
together with the accrued and unpaid interest thereon shall be due and payable,
subject to the terms and conditions set forth herein. This Promissory Note may
be prepaid in whole or in part at any time prior to maturity without penalty or
discount.
LAW agrees and acknowledges that upon payment in full of the Note to
Xxxxxx Xxxxxx, Esq., that Xxxxxx Xxxxxx, Esq. shall hold such payment in trust
and shall not release payment to LAW until such time as LAW has delivered to
Maker and Guarantor a copy of a recorded Satisfaction of Judgment (which has
been filed in any jurisdiction in which the Final Judgment was recorded) and
both Maker and Guarantor have authorized Xxxxxx Xxxxxx, Esq. in writing to
release such payment.
In the event that the Maker fails to make payment within five (5)
business days after the Due Date or is subject to the commencement, whether
voluntary or involuntary, of a bankruptcy, liquidation, or similar proceeding,
Maker shall be in default and LAW shall have the right to pursue any and all
legal and/or equitable remedies which may then be available to it against the
Maker including, but not limited to, accelerating the remaining balance due
under the Promissory Note together with applicable interest and declaring such
amount immediately due and payable. During the period of any default, the entire
unpaid outstanding indebtedness under this Promissory Note shall bear interest
at the highest rate permitted by law.
Maker further agrees to pay LAW's reasonable attorneys' fees and/or
actual costs incurred by LAW in connection with the enforcement of this
Promissory Note in the event of the Maker's default. Maker hereby waives notice
of acceptance, presentment, demand for performance, payment, protest, notice of
dishonor or nonpayment of the Note, suit or the taking of any other action by
the holder against the Maker.
The waiver by LAW of the Maker's prompt and complete performance of, or
default under, any provision of this Note shall not operate nor be construed as
a waiver of any subsequent breach or default, and the failure by LAW to exercise
any right or remedy that it may possess under this Note shall not operate nor be
construed as a bar to the exercise of that right or remedy upon the occurrence
of any subsequent breach or default.
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This Note shall be governed by and construed solely in accordance with
the laws of the State of Florida without regard to its conflict or choice of law
principles. The parties hereto agree that all actions and/or proceedings
relating directly or indirectly hereto shall be litigated solely in the state
courts and/or federal courts located in Broward County, Florida. The parties
hereto expressly consent to the jurisdiction of any such courts and to venue
therein. In recognition of the fact that the issue which would arise under this
Note are of such a complex nature that they could not be properly tried before a
jury, each of the parties waives trial by jury. The prevailing party/parties in
any such action and/or proceeding shall be entitled to recover his/her/its
reasonable attorney's fees and costs from the other party/parties thereto.
This Note cannot be modified, amended or terminated except in a written
instrument agreed to by and executed by LAW and the Maker. This Note may not be
assigned without the prior written consent of LAW and Maker.
DATED: March 11, 2004
MAKER:
P.D.C. INNOVATIVE
INDUSTRIES, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
ACKNOWLEDGED AND AGREED TO:
L.A.W. Properties Coral Springs, LLC
By: /s/Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx, MD Manager
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PRINT NAME AND TITLE
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