The URL can be used to link to this page

Home My WebLink About19- Settlement Agreement and Release - HERE4 Properties, LLC v. The City of Bozeman, Montana and Special Improvement District No. 747 (Manley Road) SETTLEMENT AGREEMENT AND RELEASE RELEASOR: HERE4 Properties, LLC as Plaintiff and Counterclaim Defendant in the CIVIL CAUSE set forth below. RELEASEE: The City of Bozeman, Montana and Special Improvement District,No. 747 as Defendants and Counterclaimants in the CIVIL CAUSE set forth below. The Releasor and Releasee may be referred to as the Parties or a Party herein. CIVIL CAUSE: Eighteenth Judicial District, DV-19-262B, HERE4 Properties, LLC v. The City of Bozeman, Montana and Special Improvement District, No. 747. 1. Mutual Release The undersigned Releasor and Releasee on their own behalf and on behalf of all past, present and future heirs, beneficiaries, executors, assigns, partnerships, companies, trusts or trustees, divisions, affiliates, principals, members, agents, representatives, attorneys, associates, partners, directors, board members, officers, employees, insurers, reinsurers, sureties and indemnitors,based on the consideration set forth herein, fully and forever releases and discharges the other Party, both jointly and severally, and all of a Party's past, present and future assigns, partnerships, companies, parent companies, subsidiary companies, brother and sister companies, predecessor companies,trusts or trustees, divisions, affiliates, principals, members, shareholders, agents, representatives, attorneys, associates, partners, directors, board members, officers, employees, insurers, and successors, heirs, devisees, successors, assigns, agents, partners, employees,and attorneys,from any and all actions,claims,causes of action,demands,or expenses for damages or injuries, whether asserted or unasserted, known or unknown, foreseen or unforeseen, sounding in tort,negligence,fraud,contract or otherwise,including without limitation those arising out of the claims and counterclaims in the Civil Cause. The releases shall be perpetual, unconditional and enforceable and shall not be challenged by a Party in any court or other proceeding. 2. Future Damages Inasmuch as the injuries, damages, and losses resulting from the events described herein may not be fully known and may be more numerous or more serious than it is now understood or expected,the Releasor and Releasee agree, as a further consideration of this Agreement, that this Release applies to any and all injuries, damages and losses resulting from the claims and counterclaims in the Civil Cause, even though now unanticipated, unexpected and unknown, as well as any and all injuries, damages and losses which have already developed and which are now known or anticipated. 3. No Admission of Liability The Parties explicitly acknowledge that this Release represents a settlement of disputed claims, and that by entering into this Release, no Party admits or acknowledges the existence of any liability or wrongdoing.Accordingly,neither this Release nor any of its terms shall be offered SETTLEMENT AGREEMENT AND RELEASE- l or received as evidence in any proceeding in any forum as an admission of liability or wrongdoing on the part of any parry hereto or its agents. 4. No Additional Claims Releasor and Releasee represent that no additional claims are contemplated against the other Party for losses, damages, and injuries for which this Release is given arising from the Civil Cause. Releasor and Releasee stipulate that Releasee has duly and validly created Special Improvement District No. 747 (the"District")and that the special assessments to be levied by Releasee in the District pursuant to the assessment methodology set forth in Resolution No. 4954, adopted by the City Council of Releasee on January 14,2019, are valid and lawful special assessments enforceable in accordance with Title 7, Chapter 7, Parts 41 and 42,Montana Code Annotated. The Parties understand, however,that Releasor reserves the right under Section 7-12-4185,Montana Code Annotated,to protest the lawfulness of any tax that may be levied against Releasor's lots arising out of errors or irregularities in setting the amount of the special assessments levied by Releasee pursuant to the assessment methodology. Claims reserved by Releasor under this section are limited only to those that were not brought by Releasor in the Complaint and which are based solely on facts arising subsequent to the date of this Agreement. 5. Stipulation for Dismissal with Prejudice Releasor and Releasee stipulate and agree that Releasor's attorney of record shall prepare a Stipulation for Dismissal with Prejudice in the above-described Civil Cause, as fully settled upon the merits of all claims and counterclaims, with each parry responsible for its respective costs and attorney's fees. This Stipulation shall be executed by counsel and filed in the Civil Cause. 6. Additional Documents All Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Settlement Agreement and Release. 7. Severability Should any provision of this Agreement be determined to be unenforceable, all remaining terms and clauses shall remain in force and shall be fully severable. 8. Choice of Law The laws of the State of Montana shall apply to the interpretation of this Agreement. 9. Final Agreement This written Agreement constitutes the final agreement between the Parties and shall supersede any oral agreements to the contrary. It replaces all agreements, if any,that existed previously among the Parties. There are no oral representations that have not been SETTLEMENT AGREEMENT AND RELEASE-2 incorporated herein. This Settlement Agreement may only be amended in writing signed by the Parties. 10. Disclaimer—Advice of Counsel The Parties have carefully read the foregoing, discussed its legal effect with their counsel, understand the contents thereof, and sign the same of their own free will and accord. This Release shall be binding upon the heirs, successors,personal representatives and assigns. Each party warrants and promises that he/she/it has carefully read this Settlement Agreement and Release and has discussed or has had the opportunity to discuss its legal effect with his/her/its attorney and that he/she/it understands and agrees with the contents hereof and signs the Settlement Agreement and Release of his/her/its own free will and accord. Each party represents that he/she/it is fully authorized to execute this Settlement Agreement and Release on his/her/its own behalf. This Settlement Agreement and Release is entered into by each Party hereto freely and voluntarily. Each of the Parties has had the benefit of advice of technical consultants and legal counsel of their choice in negotiating, drafting and execution of this Settlement Agreement. The language of this Settlement Agreement and Release and language in all related and incorporated documents has been the product of efforts of all legal counsel for all Parties. Accordingly, neither the entire Settlement Agreement and Release nor any provision in it shall be deemed or considered to have been proposed or drafted by a Party or construed against any Party. The doctrine in Montana law that any ambiguity in a document shall be construed against the drafter of the document shall have no application in any proceeding regarding interpretation or enforcement of the settlement documents including this Settlement Agreement. 11. No Assignment The Parties represent and warrant that they are aware of no other person or entity, that they have not, prior to signing this Settlement Agreement and Release, assigned, transferred or purported to assign or transfer to any person or entity any liability, claim, demand, action, cause of action or right which is herein released and discharged. 12. No Confidentiality It is expressly stated herein that this Settlement Agreement and all of its terms,without limitation, are not confidential, and are subject to public dissemination under the laws and Constitution of the State of Montana. SETTLEMENT AGREEMENT AND RELEASE-3 13.Execution in Counterparts. This Settlement Agreement and Release may be executed in counterparts and all such counterparts will be deemed to form a single document. Counsel for each Parry will in due course deliver a signed counterpart to counsel for each of the other Parties. 14. Binding Effect This Settlement Agreement and Release shall inure to the benefit of and be binding upon the Parties and each of their past,present and future heirs, beneficiaries, executors, assigns,partnerships and related companies as well as principals, members,trusts and trustees, agents, representatives, attorneys, associates,partners, directors, board members, officers, employees, insurers,reinsurers, sureties and indemnitors. DATED this ),gXday of A a 2011. CAUTION: READ BEFORE SIGNING By: STATE OF d✓� ) :ss. County of This instrument was acknowledged before me, the undersigned, this 7*day of, �2019, by ,�a�v o�2iS� , as an authorized member or manager of Here Properties,LLC. OFFICIAL STAMP -� PAVLO KORNIVSKYY NOTARY PUBLIC-OREGON Notary Public for the State of COMMISSION NO.967290 1/7 MY COMMISSION EXPIRES OCTOBER 23,2021 CAUTIO : RE. D ORE SIGNING By: hlo�rcz 4tirr�H- SETTLEMENT AGREEMENT AND RELEASE-4 STATE OF MONTANA ) SS. County of Gallatin ) This instrument was acknowledged before me,the undersigned,this s?4 day of,t01a, by� AvppA&Rt Dig n authorized agent fort City of Bozeman, Montana and ^'SW' ,4 BRENDA SWEENEY �0'''''�F o Notary Public 001AR1,44•w. for the State of Montana ReeldlnS at: SEAI. # L'icuLe 0 A— Bozeman, Montana «� I^,ommluion FiMlres: Notary Public for the State of Mont ,�P` December 02,2022 IS APPROV D /oey'for Releaso A orney for a easee i i SETTLEMENT AGREEMENT AND RELEASE—5