Loading...
HomeMy WebLinkAbout1878 Approving Settlement Terms Between the City and CBC Real Estate Group LLCBILL NO. 2022-055 0 INANCE NO. I S 78' AN ORDINANCE APPROVING SETTLEMENT TERMS BETWEEN THE CITY OF RIVERSIDE AND CBC REAL ESTATE GROUP, LLC ("CBC") WHEREAS, CBC initiated a lawsuit against the City of Riverside, Missouri, relating to a Development Consultant Agreement and associated Statements of Work (the "Lawsuit"); WHEREAS, the City of Riverside denies all allegations and disclaims all liability pertaining to the Lawsuit; WHEREAS, the City of Riverside has weighed the ongoing costs of litigation associated with the Lawsuit and considers it desirable to resolve the claims under the terms and conditions stated; WHEREAS, in avoidance of all doubt, the City of Riverside submitted its notice of termination of the Development Consultant Agreement and associated Statements of Work with CBC, effective June 19, 2021. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: SECTION 1 — APPROVAL OF SETTLEMENT TERMS. The Mayor is hereby authorized to execute the Settlement Terms, attached as Exhibit A, on behalf of the City. SECTION 2 —;EFFECTIVE DATE. This Ordinance shall be in full force and effect from and after its passage and approval. BE IT REMEMBERED that the above was PASSED AND APPROVED by a majority of the Board of Aldermen,. a n d APPROVED by the Mayor of the City of Riverside, Missouri, this clay o'bee 202 RELEASE AGREEMENT This RELEASE AGREEMENT (-Aureement") is entered into by and between the City of Riverside, Missouri (the "City of Riverside") and CBC Real Estate Ciroup, LLC ("CSC") (together, the "Parties"). This Agreement is effective as of the date upon which the last of the Parties executes this Agreement (the "Effective Date"). WHEREAS, CBC commenced a litigation captioned CBC Real Estate Group, LLC v. City of Riverside, Missouri, Case No. 21AE-CC00050 in the Circuit Court of Platte County, Missouri (the "Action"); WHEREAS, on September 20, 2022, the City of Riverside and CBC entered into Settlement Terms to resolve the Action and all existing or potential claims or disputes they may have against one another, through the Effective Date of this Agreement; and WHEREAS, the City of Riverside and CBC agreed to enter into a more complete Release Agreement in connection with the Settlement Terms. NOW THEREFORE, in consideration of the mutual obligations under this Agreement, and other good and valuable consideration, the Parties hereby agree as follows: 1. Incorporation of Settlement Terms. The Parties incorporate by reference the Settlement Terms, attached as Exhibit A. The Settlement Terms shall remain in full force and effect. 2. Mutual Release by all Parties. Each of the Parties hereby waives, releases, and forever discharges each oldie other Parties and each of their respective affiliates, and the employees, agents, owners, principals, officers, directors, members, partners, shareholders, insurers, and insurance companies of each of the Parties and their respective affiliates, and the successors arid assigns of each of the foregoing (collectively, the "Released Parties"), to the fullest extent permissible under applicable law, from any and all claims, actions, demands, debts, damages, liens, right to liens, and obligations of every nature, whether arising in contract, tort, by statute, or at common law, known or unknown, which any of the Released Parties may have against any of the other Released Parties arising from or related to the Action, or otherwise relating to, or arising out of. any relationship between them as of the Effective Date of this Agreement. 3. Payment and Dismissal. As stated in the Settlement Terms, the City of Riverside agreed to pay CBC the sum of Two Hundred Thousand Dollars and Zero Cents ($200,000.00) (the "Payment"). The City of Riverside will make the Payment by check made payable to "CBC Real Estate Group, LI,C." Within ten (10) days of the Effective Date of this Agreement, the City of Riverside will deliver the Payment to Matthew Moderson, counsel for CBC. at Stinson LLP, 1201 Walnut, Suite 2900, Kansas City, Missouri 64016. Within five (5) days of receipt of the Payment, CBC will dismiss the Action with prejudice. with each Party to bear its own costs, expenses, and attorneys' fees. 1 of 3 4. No Admission of Liability. Nothing in this Agreement, whether expressed or implied, is intended to be or constitutes an admission of liability or wrongdoing on the part of any of the Parties. 5. Representations and Warranties. Each Party hereto represents and warrants to the others that: (a) such Party has full power and authority to execute this Agreement and all other documents to be executed by such Party pursuant to this Agreement, and to perform all obligations of such Party under this Agreement, and (b) this Agreement, when executed, will constitute the legal, valid and binding obligations of such Party enforceable against such Party in accordance with its terms. 6. Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State Missouri, without giving effect to any choice of law or conflict of law rules. 7. Severability. if any term or provision of this Agreement is held to be invalid or unenforceable under applicable law, then such term or provision shall be ineffective only to the extent of such invalidity or unenforceability, without invalidating or affecting in any manner the remainder of this Agreement. 8. Costs and Attorneys' Fees. Each Party shall pay its own costs and attorneys' fees associated with the Action, the Settlement Terms, and this Agreement. 9. Knowledge, Voluntariness, and Non -Reliance. By signing this Agreement, each Party acknowledges that it has carefully read and fully understand all the provisions of this Agreement, has obtained legal counsel to advise them on the effect of this Agreement and has entered into this Agreement voluntarily, entirely of their own free will, and under no duress, coercion, or undue influence. This Agreement was jointly drafted by the Parties and, therefore, shall be interpreted and construed without any presumption or inference based upon or against any Party. 10. Entire Agreement. Except for the Settlement Terms, as detailed in Paragraph 1 supra, this Agreement constitutes the complete agreement of the Parties with respect to the subject matters described in this Agreement, and supersedes all prior or contemporaneous negotiations, promises, understandings and agreements (written or verbal), all of which have been integrated into this Agreement. 11. Amendment or Waiver. No amendment, modification or other change to this Agreement, and no waiver of any obligation, liability or other term of this Agreement shall be binding unless is made in a writing signed by all Parties. 12. Counterpart/Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, and all such counterparts together constitute the same instrument. IT IS HEREBY AGREED. 2 of 3 IT IS HEREBY AGREED. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. The City ol`,Rverside, Missouri By: Name: Title: CBC Real Estate Group, LLC By: Name: Title: 3 of 3 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. The City of Riverside, Missouri By: Name: Title: CBC Real Estate Group, L By: Name: Title: 3 of 3