Woodland Springs, Inc. APPROVED AS
SETTLEMENT AGREEMENT AND R!~_~Fjy: ~
This Settlement Agreement and Release CAgreement") is entered into by and between the City of
Cannel, Indiana, by and through its Board of Public Works and Safety CCity'), and Woodland Springs,
Inc. ("Woodland"),
RECITALS
A. On or about 1996, the City engaged in the construction and/or repair of 116"1 Street in the City of
Carrnd, Hamilton County, Indiana (the "Street").
B. During the construction/repair of the Street, agents of the City inadvertently removed and/or
damaged certain Woodland Springs Subdivision entrance lights (the "Lights").
C. As a result of such actions, Woodland Springs, Inc. has been required to procure the services of a
contractor to repair/replace the Lights removed and/or damaged during the construction of the
Street.
D. Woodland now requests reimbursement from the City for the expenses (the "Expenses") incurred
as a result of such repairs/replacements.
E. City has to date refused to pay certain of the Expenses incurred as a result of such
repairs/replacements (the '~Claim").
F. In lieu of litigation and its inherent costs and uncertainties, the City and Woodland (jointly, the
"Parties") each now desire to compromise and settle the Claim on the following terms and
conditions.
AGREEMENT
NOW. THEREFORE, in consideration of the foregoing promises and the terms, covenants and
conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. Non-Admission. The Parties each acknowledge that this Agreement does not constitute an
admission by City that any action it took during the course of, or with respect to, the construction of the
Street, or otherwise, was wrongful, unlawful or violative of any law, and that this Agreement is entered
into solely for the purpose of compromise and in an effort to fully resolve all matters pertaining to the
Claim.
2. No Lien/Lawsuit. The Parties each agree that, upon and in consideration for the execution
of this Agreement by the other party hereto, they each covenant and agree to refrain from and shall not file
or attach any lien or other encumbrance upon the other party hereto by virtue of or on account of the
Claim, nor institute, prosecute, or in any way encourage or aid in the institution or prosecution of any
claim, demand, lawsuit, action or cause of action against the other of the Parties for damages, costs,
expenses, compensation, or otherwise, for or on account of any damage, loss and/or injury to person or
property, whether known or unknown, patent or latent, in law or in equity, which such party has, claims to
have, may have in the future or ever had that arises or arose out of or on account of the Claim.
3. Release by City. City shall and does hereby forever release, discharge and agree to hold
harmless Woodland, as well as its directors, stockholders, officers, agents, employees, representatives,
insurers, successors and assigns, from any and all claims, actions, causes of action, suits, debts, accounts
and demands whatsoever and however arising, whether known or unknown, foreseen or unforeseen,
patent or latent, which City may now have or may have after the signing of this Agreement against
Woodland arising out of the Claim.
4. Release by Woodland. Woodland shall and does hereby forever release, discharge and
agree to hold harmless City, as well as its directors, officers, officials, agents, employees, representatives,
insurers, successors and assigns, from any and all claims, actions, causes of action, suits, debts, accounts,
contracts and demands whatsoever and however arising, whether known or unknown, foreseen or
unforeseen, patent or latent, which Woodland may now have or may have after the signing of this
Agreement against City arising out of the Claim.
5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective past and present heirs, executors, administrators, beneficiaries,
representatives, subsidiaries, divisions, officers, officials, directors, shareholders, agents, employees, alter
egos, successors and assigns.
6. Agreement as Evidence. This Agreement may be used as evidence in any subsequent
proceeding in which any of the Parties allege a breach of this Agreement.
7. Severabilitv. In the event any provision of this Agreement is deemed to be invalid or
unenforceable by any court or administrative agency of competent jurisdiction, the Agreement shall be
deemed to be excised, restricted or otherwise modified to the extent necessary to render the same valid
and enforceable.
8. Payment. Upon agreement by Woodland to the terms and conditions set forth herein, and
in consideration for Woodland's releases as are set forth herein, City shall, within thirty-five (35) days of
its receipt of a properly detailed and authenticated invoice for such repairs/replacements to the Lights as
are contemplated herein, pay to same the sum of not more than Ten Thousand Two Hundred Ninety
Dollars ($10,290.00) (the "Payment"). The Payment shall be made in full and complete satisfaction of the
Claim, including, but not limited to, all of Woodland's claims for costs and attorney fees related thereto.
It is further understood and agreed that the Payment is made solely for the purpose of settling and
compromising the Claim. In the event that any portion of the Payment is construed by the Intemal
Revenue Service as taxable income, the recipient of same shall pay any and all taxes, interest and
penalties with respect thereto.
9. Counsel. The Parties, and each of them, warrant that they have read this Agreement and
understand it, have had an opportunity to obtain the advice and counsel of an attorney throughout the
negotiation of this Agreement, have actual authority to enter into this Agreement on behalf of the party for
whom they execute same, and enter into this Agreement freely and without any duress, undue influence or
coercion.
10. Costs and Attoruev Fees. Each party shall pay its own costs and attorney fees.
11. Failure to Comply. Should any party breach or otherwise fail to comply with the terms and
provisions of this Agreement, the prevailing party in any such dispute shall be entitled to recover, in
addition to any other appropriate relief, all costs arising therefrom, including, but not limited to, attorney
fees.
12. Construction. This Agreement shall be construed according to the laws of the State of
Indiana, except for Indiana's laws regarding conflicts of law, and shall not be altered or otherwise
amended except pursuant to an instrument in writing signed by all Parties hereto.
13. Entire Agreement. This Agreement constitutes and contains the entire agreement between
the Parties concerning the transactions contemplated herein and supersedes all prior negotiations.
proposed agreements and understandings, if any, between the Parties.
14. Section Headings. The section headings herein have been used as a convenience of
reference only and shall in no way modify or restrict any of the terms or provisions hereof.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.
IN WITNESS WHEREOF, the Parties have signed this Agreement on the dates below their
respective signatures or the signature of their representatives. The effective date of this Agreement shall
be the date of the last signature affixed hereto.
Resident of Johnson Coun~
My Cornre, Expires: Fe~ 1,
WOODLAND SPRINGS, INC. ("Woodland")
Printed Name ~d Title
FID/SSN: 35-- 11 0 t 3
Date: U~,tc ~/2OO0
Approved and Adopted this 'fl/~/day of L//,'/Z ~'~. ,2000.
CITY OF CARMEL, INDIANA ("City")
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
ATTEST: