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HomeMy WebLinkAbout96- Moore, O'Connell and Refling Mutual Settlement Agreement and Release . . . ; . , MUTUAL SETTLEMENT AGREEMENT AND RELEASE WHEREAS, the law firm of Moore, O'Connell & Refling, P.C. (hereafter referred to as "MOR"), on behalf of the city of Bozeman (hereafter referred to as "City"), entered into various contractual relations with Canonie Environmental ("Canonie") commencing in July 1993, whereby Canonie agreed to provide environmental consulting services, engineering services, litigation services, and removal/remediation services all in relationship to that project known to the parties hereto as the Bozeman Solvent Site ("BS5") located in and adjacent to the city of Bozeman, county of Gallatin, state of Montana; and, WHEREAS, Canonie was subsequently acquired by Smith Environmental Technologies Corp. ("Smith"); and, WHEREAS, Smith continued to perform those services previously performed and provided by Canonie; and, WHEREAS, Smith, on or about July 27, 1995, closed its Bozeman offices having given no prior notice to MOR or City; and, WHEREAS, the closure of the Bozeman office of Smith has created controversies and disputes between the parties hereto; and, WHEREAS, the parties hereto wish to resolve those disputes and controversies; NOW THEREFORE, IT IS AGREED by, between, and among the parties hereto, specifically, Smith, MOR, and City, as follows: Mutual Release and Settlement Agreement - Page 1 " i 1. Release. Smith, for and in consideration of the payment of Forty Thousand Dollars ($40,000) does hereby completely, finally, and irrevocably release the City, MOR, and their respective agents, employees, directors, successors, heirs, assigns, and indemnitors, none of whom admit liability to Smith, from all actions, causes of actions, suits, contracts, controversies, claims, damages, and demands of any and every name or nature brought about and arising from MOR and the City's refusal to pay Smith's invoice dated July 11, 1995, in the amount of $86,945.04, and any subsequent invoice for work performed by Smith subsequent to June 17, 1995. MaR and the City, for and in consideration of various invoice setoffs and reductions accepted by Smith, do hereby completely, finally, and irrevocably release and forever discharge Smith, its predecessors, successors, agents, directors, heirs, assigns, and indemnitors, none of whom admit liability to MaR and/or the City from all actions, causes of actions, suits, contracts, controversies, claims, damages, demands of any and every name or nature brought about and arising from Smith's closure of its Bozeman office; its failure to pay some of its subcontractors, at all or in a timely fashion; and, other acts or omissions which MaR and/or the City believe to have constituted or to constitute material breach of the parties' contractual relations. 2. Warranty of Capacity to Execute Aareement. Each of the parties hereto, MOR, City, and Smith, represent and warrant each to the other that no other person or entity has, or has had, any interest in the respective claims, demands, obligations, or causes of action referred to in this Mutual Settlement Mutual Release and Settlement Agreement - Page 2 \ . , , Agreement and Release; that each of the respective parties hereto has the sole right and exclusive authority to execute this Settlement Agreement and Release, and to receive the consideration specified herein; that each of the parties hereto have not sold, assigned, transferred, conveyed, or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Mutual Settlement Agreement and Release. 3. Entire Agreement and Successors in Interest. This Mutual Settlement Agreement and Release contains the entire agreement between and among the parties hereto and their respective attorneys with regard to the matters set forth herein, and shall be binding upon and inure to the benefit of the executors, admi nistrators, personal representatives, agents, employees, directors, successors, and assigns of each. 4. Construction bv Montana Law. This Settlement Agreement and Release is entered into the state of Montana, and shall be construed and interpreted in accordance with the laws of the state of Montana. 5. Representation of Comprehension of Document. In entering into this Mutual Settlement Agreement and Release, each of the parties hereto represent that they entered into this Agreement with the advice of legal cOl!nsel and that the terms of this Mutual Settlement Agreement and Release have been completely read by each and that those terms are fully understood and voluntarily accepted by each of the parties hereto. Mutual Release and Settlement Agreement . Page 3 . . . . , 6. Additional Documents. Each of the parties hereto 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 terms and intent of this Mutual Settlement Agreement and Release. 7. Confidentiality. Each of the parties hereto mutually agree that none of the parties hereto nor their attorneys or representatives shall reveal to anyone, other than as may be mutually agreed to in writing or pursuant to the laws of the state of Montana, any of the terms of this Mutual Settlement Agreement and Release or any of the amounts, numbers, or terms and conditions of any sums or nature of consideration passing between the parties hereto. 8. ' Effectiveness. This Mutual Settlement Agreement and Release shall become effective immediately upon its execution by each of the parties hereto specifically, Smith, MOR, and the City. The parties hereto have read this Mutual Settlement Agreement and Release, know and understand its contents, and have signed the same of their own free act upon the advice of their respective counsel. Mutual Release and Settlement Agreement - Page 4 . , '. , " . . ~ IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this \ L day of February, 1996. SMITtL..E-N MENTAL TECHNOLOGY CORP. .-',.-- ~L' .....m_j ." ,....",,,.,--, (/- '. // . r"-- // \L~>,'rS=) r-~L.7_= BY: Its: G8'(('.'~\... """~f'1 ~ "1e"\. Read and Approved By: /A~ I ' CITY OF BOZEMAN BY: LJO'1'l L.J3~ DON STUECK, Mayor Read and Approved By: , ,.' ","/"-7 )iiil/i...... ./</'..~//(4,>~1 c:~ Paul i Luwe . Boreth'an City Attorney 'Connell or City of Bozema Mutual Release and Settlement Agreement - Page 5