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City Council Packet 2013 09-12-13 (Special CC) ® United City of Yorkville IBM : ;� H �` 800 Game Farm Road EST. 1836 Yorkville, Illinois 60560 Telephone : 630 - 553 -4350 Fax : 630 - 553 -7575 Kj/rnwM Cwsty hT�v NOTICE I I, Mayor Gary J . Golinski, call a Special City Council meeting on Thursday, September 12, 2013 , at 6 : 00 p .m . , pursuant to the Open Meetings Act (5 ILCS 120/) . The agenda for this meeting shall include the following : 1 . Call to Order 2 . Roll Call 3 . Establishment of Quorum 4 . Citizen Comments 5 . Business a. Windett Ridge Settlement Agreement Amendment 6 . Adjournment Dated this 10"' day of September, 2013 . I Mayor Gary J . Golinski I 'I II C/P , United City of Yorkville 4 800 Game Farm Road esr. , 1836 Yorkville, Illinois 60560 o Telephone: 630-553-4350 Fax: 630-553-7575 <LE ��'�• AGENDA SPECIAL CITY COUNCIL MEETING Thursday, September 12, 2013 6:00 p.m. City Hall Conference Room 1. Call to Order 2. Roll Call 3. Establishment of Quorum 4. Citizen Comments 5. Business: a. Windett Ridge Settlement Agreement Amendment 6. Adjournment Co. Reviewed By: 0 Legal City Council 40 Finance ❑ EST. 1836 Engineer ❑ --�= City Administrator ■ Agenda Item Tracking Number Human Resources ❑ '$ �v Community Development MOM WNW* Police 'LE ��"� Public Works ❑ City Council Agenda Item Summary Memo Title: Windett Ridge Settlement Agreement Amendment City Council/ Committee Agenda Date: Special City Council— September 12, 2013 Synopsis: See attached memo. Council Action Previously Taken: Date of Action: 8/13/13 Action Taken: Settlement agreement approved Item Number: Type of Vote Required: Majority Council Action Requested: Approval Submitted by: Bart Olson Administration Name Department Agenda Item Notes: Documents included in this packet are: 1) Cover memo from Bart Olson dated September 10, 2013 2) Clean copy of the amended settlement agreement, as proposed to be voted on at the September 12th Special City Council meeting—ACTION ITEM 3) Track changes copy of the amended settlement agreement, illustrating the changes between the agreement to be voted on September 12th and what was voted on by the City Council at the August 13th meeting. 4) PDF copy of the amended settlement agreement,with Wiseman's signatures as proof of their sign-off 5) PDF copy of the settlement agreement, as it was voted on at the August 13th meeting Q Memorandum �` To: City Council Esr. 1836 From: Bart Olson, City Administrator Date: September 10, 2013 NcrAil Cc.city ALE ►�-�' Subject: Windett Ridge settlement agreement amendment Summary Approval of an amended settlement agreement for the Windett Ridge bond call litigation between the City, Ryland Homes, Windett Ridge LLC, Wiseman Hughes, and Travelers. Background This item was last discussed by the City Council at the August 13th City Council meeting, where it was approved. Since that meeting, the City and the subdivision buyer, Ryland Homes, have been coordinating various items related to the settlement agreement and PUD agreement amendment. The settlement agreement was sent to Travelers after the PUD agreement was approved by both the City and Ryland. Due to a variety of litigation strategy reasons, the City voted on the settlement agreement prior to presenting it to Travelers. When the agreement was presented to Travelers, they requested some minor changes within the settlement agreement to protect their legal rights to pursue indemnity remedies against Wiseman related to our bond call, such as reimbursement of attorney fees. Wiseman and Windett Ridge LLC consented to the changes, and they have forwarded the signed amended settlement agreement. Ryland and Travelers have approved the amended settlement agreement and are in the process of signing the amended settlement agreement. We expect Ryland's closing on the property to occur shortly thereafter. None of the City's obligations, actions, liabilities or waivers has changed as a result of the amendments. Ryland is unable to close until the settlement agreement is formally signed by all parties, which is why we have called a special City Council meeting to approve the changes in the settlement agreement. Ryland originally scheduled their closing on September 9th, but they had to postpone as a result of this outstanding issue. The City offered to schedule a special meeting at our earliest opportunity to accommodate Ryland, rather than wait until the September 24th City Council meeting. Recommendation Staff recommends approval of the attached amended Windett Ridge bond call settlement agreement. A track changes version has been provided in the packet for your ease of use, as well as a copy of the fully-executed(except for Travelers) original settlement agreement, which was was approved at the August 13th City Council meeting. Clean copy of amended settlement agreement, as proposed to be voted on at the September 12,2013 special meeting fSETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made between UNITED CITY OF YORKVILLE, an Illinois municipal corporation located at 800 Game Farm Road, Yorkville, Illinois 60560 (the "YORKVILLE"), THE RYLAND GROUP, INC. d/b/a RYLAND HOMES, a Maryland corporation doing business in Kendall County, Illinois ("RYLAND"), WINDETT RIDGE, LLC ("WINDETT RIDGE"), an Illinois limited liability company, WISEMAN HUGHES ENTERPRISES, INC. ("WISEMAN"), an Illinois corporation, and TRAVELERS INDEMNITY CO. ("TRAVELERS"), a Connecticut corporation doing business in the state of Illinois (collectively, the "Parties"). BACKGROUND 1. WINDETT RIDGE is the owner and WISEMAN is the developer of certain real property consisting of approximately 164 acres located within YORKVILLE'S boundaries, which is commonly known as Windett Ridge Subdivision (hereinafter "Subject Property"). Pursuant to the First Amendment to Planned Development Agreement, WISEMAN was to make certain public infrastructure improvements and pay for the same. 2. Gulf Insurance Company issued Bond No. B21878117 for certain of the aforementioned public improvements in the Subject Property. Gulf later merged into TRAVELERS, which later assumed liability of as Surety under Bond No. B21878117 in favor of YORKVILLE. 3. Lexon Insurance Company issued Bond No. 1004373 for certain of the aforementioned public improvements in the Subject Property. 4. YORKVILLE filed a lawsuit naming TRAVELERS and WISEMAN as Defendants in Kendall County, Illinois, known as Case Number 2012 L 75 (the "Lawsuit"). In the Lawsuit, YORKVILLE alleges that TRAVELERS breached its obligations under Bond No. B21878117 by failing to complete and/or pay for the completion of the public improvements covered by the Bond. 5. RYLAND seeks to purchase a portion of the Subject Property from WINDETT RIDGE, as legally described in Exhibit A to the Agreement, (hereinafter "Ryland Property") and as such, RYLAND is a potential defendant in the Lawsuit. 6. The Parties desire to settle and dispose of the above-referenced claims that YORKVILLE has against TRAVELERS, WISEMAN, WINDETT RIDGE, and RYLAND, and avoid the expense and inconvenience of litigation. 1 Accordingly, the Parties agree as follows: ARTICLE I. SETTLEMENT TERMS AND CONDITIONS Section 1.01 Settlement Terms. In consideration of and return for a full release of all claims among YORKVILLE, WINDETT RIDGE, WISEMAN, TRAVELERS, and RYLAND, except as otherwise provided in this Agreement, the parties agree to the following: a. WISEMAN, WINDETT RIDGE, and RYLAND agree to waive any funds due to them from YORKVILLE only under any and all loans or recapture agreements related to the Subject Property. This provision does not waive WISEMAN's and RYLAND's right to capture funds to due to them from third parties under the recapture agreements related to the Subject Property. b. RYLAND agrees to pay all outstanding real estate taxes, including but not limited to special assessments, due and owing on the Ryland Property. c. YORKVILLE agrees to waive all outstanding or contemplated mowing fines and liens on the Subject Property including, but not limited to, the Judgment obtained in Kendall County Case No. 12 MR 41, entitled United City of Yorkville v. Windett Ridge, LLC. d. Yorkville agrees to dismiss with prejudice the Lawsuit. e. Yorkville agrees to release TRAVELERS from its obligations under Bond No. B21878117. f. The release of WISEMAN by TRAVELERS excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, owned, controlled or acquired, regarding claims made upon Bond No. 21878117. g. Yorkville agrees to release Lexon from all its obligations under Bond No. 1004373. h. Yorkville agrees to act in good faith with respect to the restructure of the SSA bonds as set forth in the Second Amendment to the Planned Unit Development Agreement. Section 1.02 Approval of Settlement by City Council. This settlement shall be contingent upon the approval of the settlement and this Agreement by the Yorkville City Council. Section 1.03 Dismissal of the Lawsuit. For and in consideration of the mutual covenants and agreements contained herein, within fourteen (14) days after all Parties have executed this Agreement and the City Council has approved this settlement as provided above, the Parties shall execute and file a Stipulation and Order of Dismissal With Prejudice, dismissing the Lawsuit, including claims and counterclaims, with prejudice, and with each Party bearing its own attorneys' fees and costs. 2 Section 1.04 Release. The parties hereby release on another as follows: a. Except for the obligations of RYLAND and their successors as set forth in this Agreement, YORKVILLE, for itself and its elected and non-elected officials, its mayor and aldermen, agents, employees, successors and assigns (hereinafter "the Yorkville Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge RYLAND and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "the Yorkville Released Parties") from all causes of action, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Yorkville Releasing Parties now have or ever had as of the date of the execution of this Agreement, against the Yorkville Released Parties arising out of or relating to the allegations contained in the Complaint filed in the Lawsuit. b. The Yorkville Releasing Parties do hereby release, remise, acquit, hold harmless and forever discharge the Yorkville Released Parties from all causes of actions, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Yorkville Releasing Parties now have or forever have against WISEMAN and its affiliates and WINDETT RIDGE and its affiliates, including Mayo Land Company as they relate to the Subject Property. C. Except for the obligations of YORKVILLE as set forth in this Agreement, RYLAND, for itself and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Ryland's Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors, and assigns (hereinafter"Ryland's Released Parties") from all causes of action, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity,by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Ryland's Releasing Parties now have or ever had as of the date of the execution of this Agreement, against the Ryland's Released Parties arising out of or relating to the allegations contained in the Complaint filed in the Lawsuit. d. Except for the obligations of YORKVILLE as set forth in this Agreement, WISEMAN, and its affiliates, and WINDETT RIDGE, and its affiliates, including Mayo Land 3 Company, for themselves and their respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Wiseman's and Windett Ridge's Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors, and assigns (hereinafter "Wiseman's and Windett Ridge's Released Parties") from all causes of action, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Wiseman's and Windett Ridge's Releasing Parties now have or forever have, against the Wiseman's and Windett Ridge's Released Parties as they relate to the Subject Property. d. Notwithstanding any provision of any agreement, this Settlement Agreement and Mutual Release does not release RYLAND from any obligations in connection with the development of the Subject Property including,but not limited to, all obligations of RYLAND as set forth in the Second Amendment to the Planned Unit Development Agreement. e. Notwithstanding any other provision, by this Agreement, YORKVILLE does not release, and expressly preserves fully and to the same extent as if the Agreement had not been executed, any claims or causes of action against RYLAND for liability, if any, incurred that does not arise out of the allegations contained in the Complaint filed in the Lawsuit. Section 1.05 Non-Admission of Liability. This Agreement is the compromise of disputed claims and fully and finally settles all claims known or unknown among YORKVILLE, WISEMAN, WINDETT RIDGE, TRAVELERS, and RYLAND, stemming from the Lawsuit; it is intended to amicably resolve disputes and to avoid extensive and uncertain litigation. The release of WISEMAN by TRAVELERS, including the release described in Section 1.01 above, excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, owned, controlled or acquired, regarding claims made upon Bond No. 21878117. Neither the payment of any consideration hereunder or anything contained in this Agreement shall be interpreted or construed to be an admission on the part of, or to the prejudice of, any person or party named herein. Section 1.06 Each Party To Bear Its Respective Attorneys' Fees and Costs. Except as otherwise provided in this Agreement, each of the parties shall be responsible for its respective costs, expenses and attorneys' fees incurred in the Lawsuit and Enforcement Action. ARTICLE IL GENERAL PROVISIONS Section 2.01 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Illinois without giving effect to principles of conflict of laws. 4 Section 2.02 Enforcement of Rights. In the event that any party shall institute any action or proceeding to enforce or interpret any of the rights granted or released hereunder, the prevailing party in such action or proceeding shall be entitled to recover all of its costs and expenses incurred in the action or proceeding, including but not limited to reasonable attorney's fees and court costs. Section 2.03 Validity of Release. If any party should breach this Agreement by filing a claim or lawsuit in which such party asserts that the release contained in this Agreement is invalid, such party shall be in breach of this Agreement and shall be obligated to pay any and all attorneys' fees incurred as a result. Section 2.04 Severability; Waiver. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be valid under applicable Illinois law, but if any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force only if the essential provisions of the Agreement for each party remain valid, binding, and enforceable. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. Section 2.05 Headings. Headings used in this Agreement are for reference purposes only and in no way define or limit the scope of such section or in any way affect this Agreement. Section 2.06 Entire Agreement. This Agreement sets forth the entire, final, and exclusive agreement between YORKVILLE and RYLAND. All prior negotiations and agreements, whether oral or written, between YORKVILLE and RYLAND, are incorporated into this Agreement. This Agreement may not be changed, modified, or altered except by an agreement in writing, signed by the YORKVILLE and RYLAND. The terms of this Agreement are contractual and not a mere recital. Section 2.07 Inadmissibility. This Agreement, its execution, and its implementation may not be used as evidence, and shall not be admissible, in any proceeding except one alleging a breach of this Agreement. Section 2.08 Advice of Counsel. The Parties represent and acknowledge that they have had the opportunity to consult with legal counsel or other advisors in connection with this Agreement. The Parties represent and agree that they fully understand and consent to the terms of this Agreement and understand the consequences of signing this Agreement. No presumption in favor of or against any party shall apply in interpreting the terms of this Agreement. Section 2.09 Successors. This Agreement shall be binding upon and inure to the benefit of the YORKVILLE and RYLAND and each of their respective heirs, executors, administrators, employees, agents, successors, representatives, assigns, parent corporations, affiliates, subsidiaries, directors, officers, shareholders and attorneys (and employees and associates thereof). 5 Section 2.10 Counterparts. This Agreement may be executed in counterparts, and all such counterparts together shall constitute the entire agreement between YORKVILLE and RYLAND. A faxed copy of this Agreement will be deemed to be the same as an original. Section 2.11 Effective Date. The effective date of this Agreement shall be deemed to be the date of its execution, as stated below. In the event any party hereto fails to execute the agreement or RYLAND fails to execute the Second Amendment to the Planned Unit Development Agreement with YORKVILLE for the Ryland property, this agreement shall be null and void. PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES RELEASE CLAIMS. THE RYLAND GROUP, INC. d/b/a THE UNITED CITY OF YORKVILLE RYLAND HOMES By: By: Its Mayor Date: Date: WISEMAN HUGHES ENTERPRISES, TRAVELERS INDEMNITY CO. INC. By: By: Date: Date: WINDETT RIDGE, LLC By: Date: 6 Red-lined version of changes SETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made between UNITED CITY OF YORKVILLE, an Illinois municipal corporation located at 800 Game Farm Road, Yorkville, Illinois 60560 (the "YORKVILLE"), THE RYLAND GROUP, INC. d/b/a RYLAND HOMES, a Maryland corporation doing business in Kendall County, Illinois ("RYLAND"), WINDETT RIDGE, LLC ("WINDETT RIDGE"), an Illinois limited liability company, WISEMAN HUGHES ENTERPRISES, INC. ("WISEMAN"), an Illinois corporation, and TRAVELERS INDEMNITY CO. ("TRAVELERS"), a Connecticut corporation doing business in the state of Illinois (collectively,the"Parties"). BACKGROUND 1. WINDETT RIDGE is the owner and WISEMAN is the developer of certain real property consisting of approximately 164 acres located within YORKVILLE'S boundaries,which is commonly known as Windett Ridge Subdivision (hereinafter "Subject Property"). Pursuant to the First Amendment to Planned Development Agreement, WISEMAN was to make certain public infrastructure improvements and pay for the same. 2. Gulf Insurance Company issued Bond No. B21878117 for certain of the aforementioned public improvements in the Subject Property. Gulf later merged into TRAVELERS, which later assumed liability of as Surety under Bond No. B21878117 in favor of YORKVILLE. 3. Lexon Insurance Company issued Bond No. 1004373 for certain of the aforementioned public improvements in the Subject Property. 4. YORKVILLE filed a lawsuit naming TRAVELERS and WISEMAN as Defendants in Kendall County, Illinois, known as Case Number 2012 L 75 (the "Lawsuit"). In the Lawsuit, YORKVILLE alleges that TRAVELERS breached its obligations under Bond No. B21878117 by failing to complete and/or pay for the completion of the public improvements covered by the Bond. 5. RYLAND seeks to purchase a portion of the Subject Property from WINDETT RIDGE, as legally described in Exhibit A to the Agreement, (hereinafter"Ryland Property") and as such,RYLAND is a potential defendant in the Lawsuit. 6. The Parties desire to settle and dispose of the above-referenced claims that YORKVILLE has against TRAVELERS, WISEMAN, WINDETT RIDGE, and RYLAND, and avoid the expense and inconvenience of litigation. 1 Accordingly,the Parties agree as follows: ARTICLE I. SETTLEMENT TERMS AND CONDITIONS Section 1.01 Settlement Terms. In consideration of and return for a full release of all claims among YORKVILLE, WINDETT RIDGE, WISEMAN, TRAVELERS, and RYLAND, except as otherwise provided in this Agreement,the parties agree to the following: a. WISEMAN, WINDETT RIDGE, and RYLAND agree to waive any funds due to them from YORKVILLE only under any and all loans or recapture agreements related to the Subject Property. This provision does not waive WISEMAN's and RYLAND's right to capture funds to due to them from third parties under the recapture agreements related to the Subject Property. b. RYLAND agrees to pay all outstanding real estate taxes, including but not limited to special assessments,due and owing on the Ryland Property. c. YORKVILLE agrees to waive all outstanding or contemplated mowing fines and liens on the Subject Property including,but not limited to, the Judgment obtained in Kendall County Case No. 12 MR 41, entitled United City of Yorkville v. Windett Ridge,LLC. d. Yorkville agrees to dismiss with prejudice the Lawsuit. e-.---Yorkville agrees to release TRAVELERS from its obligations under Bond No. 1321878117.� Formatted:Font:Bold e_ — Formatted:Bullets and Numbering f. The release of WISEMAN by TRAVELERS excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, owned, controlled or acquired,regarding claims made upon Bond No.21878117. g_Yorkville agrees to release Lexon from all its obligations under Bond No. 1004373. F m Foratted:Bullets and Numbering gh.Yorkville agrees to act in good faith with respect to the restructure of the SSA bonds- Formatted:Bullets and Numbering as set forth in the Second Amendment to the Planned Unit Development Agreement. Section 1.02 Approval of Settlement by City Council. This settlement shall be contingent upon the approval of the settlement and this Agreement by the Yorkville City Council. Section 1.03 Dismissal of the Lawsuit. For and in consideration of the mutual covenants and agreements contained herein, within fourteen (14) days after all Parties have executed this Agreement and the City Council has approved this settlement as provided above, the Parties shall execute and file a Stipulation and Order of Dismissal With Prejudice,dismissing 2 the Lawsuit, including claims and counterclaims,with prejudice,and with each Party bearing its own attorneys'fees and costs. Section 1.04 Release.The parties hereby release on another as follows: a. Except for the obligations of RYLAND and their successors as set forth in this Agreement, YORKVILLE, for itself and its elected and non-elected officials, its mayor and aldermen, agents, employees, successors and assigns (hereinafter "the Yorkville Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge RYLAND and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "the Yorkville Released Parties") from all causes of action, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds,judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract,tort,common law or pursuant to statute,of whatever kind or however arising,which the Yorkville Releasing Parties now have or ever had as of the date of the execution of this Agreement, against the Yorkville Released Parties arising out of or relating to the allegations contained in the Complaint filed in the Lawsuit. b. The Yorkville Releasing Parties do hereby release,remise, acquit,hold harmless and forever discharge the Yorkville Released Parties from all causes of actions, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds,judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract,tort,common law or pursuant to statute,of whatever kind or however arising,which the Yorkville Releasing Parties now have or forever have against WISEMAN and its affiliates and WINDETT RIDGE and its affiliates, including Mayo Land Company as they relate to the Subject Property. C. Except for the obligations of YORKVILLE as set forth in this Agreement,RYLAND, for itself and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Ryland's Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors,and assigns(hereinafter"Ryland's Released Parties")from all causes of action,suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever,whether known or unknown,whether in law or equity,by contract,tort,common law or pursuant to statute,of whatever kind or however arising, which the Ryland's Releasing Parties now have or ever had as of the date of the execution of this Agreement, against the Ryland's Released Parties arising out of or relating to the allegations contained in the Complaint filed in the Lawsuit. 3 d. Except for the obligations of YORKVILLE as set forth in this Agreement, WISEMAN, and its affiliates, and WINDETT RIDGE, and its affiliates, including Mayo Land Company, for themselves and their respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Wiseman's and Windett Ridge's Releasing Parties"),does hereby release,remise,acquit,hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors, and assigns (hereinafter "Wiseman's and Windett Ridge's Released Parties")from all causes of action, suits,debts, liens,obligations,rights,costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown,whether in law or equity,by contract,tort,common law or pursuant to statute, of whatever kind or however arising, which the Wiseman's and Windett Ridge's Releasing Parties now have or forever have, against the Wiseman's and Windett Ridge's Released Parties as they relate to the Subject Property. d. Notwithstanding any provision of any agreement, this Settlement Agreement and Mutual Release does not release RYLAND from any obligations in connection with the development of the Subject Property including,but not limited to,all obligations of RYLAND as set forth in the Second Amendment to the Planned Unit Development Agreement. e. Notwithstanding any other provision, by this Agreement, YORKVILLE does not release, and expressly preserves fully and to the same extent as if the Agreement had not been executed,any claims or causes of action against RYLAND for liability,if any,incurred that does not arise out of the allegations contained in the Complaint filed in the Lawsuit. Section 1.05 Non-Admission of Liability. This Agreement is the compromise of disputed claims and fully and finally settles all claims known or unknown among YORKVILLE, WISEMAN,WINDETT RIDGE, TRAVELERS, and RYLAND, stemming from the Lawsuit; it is intended to buy peaee and to pr-event any fuFther im,olvements and dispu4es regarding the ..Love ref reneed -utters amicably resolve disputes and to avoid extensive and uncertain litigation. The release of WISEMAN by TRAVELERS, including the release described in Section 1.01 above, excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, owned, controlled or acquired, regarding claims made upon Bond No. 21878117. Neither the payment of any consideration hereunder or anything contained in this Agreement shall be interpreted or construed to be an admission on the part of, or to the prejudice of,any person or party named herein. Section 1.06 Each Party To Bear Its Respective Attorneys' Fees and Costs. Except as otherwise provided in this Agreement, each of the parties shall be responsible for its respective costs,expenses and attorneys'fees incurred in the Lawsuit and Enforcement Action. ARTICLE II. GENERAL PROVISIONS 4 Section 2.01 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Illinois without giving effect to principles of conflict of laws. Section 2.02 Enforcement of Rights. In the event that any party shall institute any action or proceeding to enforce or interpret any of the rights granted or released hereunder, the prevailing party in such action or proceeding shall be entitled to recover all of its costs and expenses incurred in the action or proceeding, including but not limited to reasonable attorney's fees and court costs. Section 2.03 Validity of Release. If any party should breach this Agreement by filing a claim or lawsuit in which such party asserts that the release contained in this Agreement is invalid,such party shall be in breach of this Agreement and shall be obligated to pay any and all attorneys'fees incurred as a result. Section 2.04 Severability; Waiver. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be valid under applicable Illinois law,but if any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force only if the essential provisions of the Agreement for each party remain valid,binding,and enforceable. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. Section 2.05 Headings. Headings used in this Agreement are for reference purposes only and in no way define or limit the scope of such section or in any way affect this Agreement. Section 2.06 Entire Agreement. This Agreement sets forth the entire, final, and exclusive agreement between YORKVILLE and RYLAND. All prior negotiations and agreements,whether oral or written,between YORKVILLE and RYLAND,are incorporated into this Agreement. This Agreement may not be changed, modified, or altered except by an agreement in writing, signed by the YORKVILLE and RYLAND. The terms of this Agreement are contractual and not a mere recital. Section 2.07 Inadmissibility. This Agreement, its execution, and its implementation may not be used as evidence, and shall not be admissible,in any proceeding except one alleging a breach of this Agreement. Section 2.08 Advice of Counsel. The Parties represent and acknowledge that they have had the opportunity to consult with legal counsel or other advisors in connection with this Agreement. The Parties represent and agree that they fully understand and consent to the terms of this Agreement and understand the consequences of signing this Agreement. No presumption in favor of or against any party shall apply in interpreting the terms of this Agreement. Section 2.09 Successors. This Agreement shall be binding upon and inure to the benefit of the YORKVILLE and RYLAND and each of their respective heirs, executors, administrators, employees, agents, successors, representatives, assigns, parent corporations, 5 affiliates, subsidiaries, directors, officers, shareholders and attorneys (and employees and associates thereof). Section 2.10 Counterparts. This Agreement may be executed in counterparts, and all such counterparts together shall constitute the entire agreement between YORKVILLE and RYLAND. A faxed copy of this Agreement will be deemed to be the same as an original. Section 2.11 Effective Date. The effective date of this Agreement shall be deemed to be the date of its execution, as stated below. In the event any party hereto fails to execute the agreement or RYLAND fails to execute the Second Amendment to the Planned Unit Development Agreement with YORKVILLE for the Ryland property, this agreement shall be null and void. PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES RELEASE CLAIMS. THE RYLAND GROUP,INC.d/b/a THE UNITED CITY OF YORKVILLE RYLAND HOMES By: By: Its Mayor Date: Date: WISEMAN HUGHES ENTERPRISES, TRAVELERS INDEMNITY CO. INC. By: By: Date: Date: WINDETT RIDGE,LLC By: Date: 6 PDF copy of amended settlement agreement,with Wiseman's signatures SETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made between UNITED CITY OF YORKVILLE, an Illinois municipal corporation located at 800 Game Farm Road, Yorkville, Illinois 60560 (the "YORKVILLE"), THE RYLAND GROUP, INC. d/b/a RYLAND HOMES, a Maryland corporation doing business in Kendall County, Illinois ("RYLAND"), WINDETT RIDGE, LLC ("WINDETT RIDGE"), an Illinois limited liability company, WISEMAN HUGHES ENTERPRISES, INC. ("WISEMAN"), an Illinois corporation, and TRAVELERS INDEMNITY CO. ("TRAVELERS"), a Connecticut corporation doing business in the state of Illinois (collectively, the"Parties"). BACKGROUND 1. WINDETT RIDGE is the owner and WISEMAN is the developer of certain real property consisting of approximately 164 acres located within YORKVILLE'S boundaries, which is commonly known as Windett Ridge Subdivision (hereinafter "Subject Property"). Pursuant to the First Amendment to Planned Development Agreement, WISEMAN was to make certain public infrastructure improvements and pay for the same. 2. Gulf Insurance Company issued Bond No. B21878117 for certain of the aforementioned public improvements in the Subject Property. Gulf later merged into TRAVELERS, which later assumed liability of as Surety under Bond No. B21878117 in favor of YORKVILLE. 3. Lexon Insurance Company issued Bond No. 1004373 for certain of the aforementioned public improvements in the Subject Property. 4. YORKVILLE filed a lawsuit naming TRAVELERS and WISEMAN as Defendants in Kendall County, Illinois, known as Case Number 2012 L 75 (the "Lawsuit"). In the Lawsuit, YORKVILLE alleges that TRAVELERS breached its obligations under Bond No. 1321878117 by failing to complete and/or pay for the completion of the public improvements covered by the Bond. 5. RYLAND seeks to purchase a portion of the Subject Property from WINDETT RIDGE, as legally described in Exhibit A to the Agreement, (hereinafter "Ryland Property") and as such, RYLAND is a potential defendant in the Lawsuit. 6. The Parties desire to settle and dispose of the above-referenced claims that YORKVILLE has Against TRAVELERS, WISEMAN, WINDETT RIDGE, and RYLAND, and avoid the expense and inconvenience of litigation. 1 Accordingly, the Parties agree as follows: ARTICLE I. SETTLEMENT TERMS AND CONDITI©NS Section 1.01 Settlement Terms. In consideration of and return for a full release of all claims among YORKVILLE, WINDETT RIDGE, WISEMAN, TRAVELERS, and RYLAND, except as otherwise provided in this Agreement, the parties agree to the following: a. WISEMAN, WINDETT RIDGE, and RYLAND agree to waive any funds due to them from YORKVILLE only under any and all loans or recapture agreements related to the Subject Property. This provision does not waive WISEMAN's and RYLAND's right to capture funds to due to them from third parties under the recapture agreements related to the Subject Property. b. RYLAND agrees to pay all outstanding real estate taxes, including but not limited to special assessments, due and owing on the Ryland Property. c. YORKVILLE agrees to waive all outstanding or contemplated mowing fines and liens on the Subject Property including, but not limited to, the Judgment obtained in Kendall County Case No. 12 MR 41, entitled United City of Yorkville v. Windett Midge, LLC. d. Yorkville agrees to dismiss with prejudice the Lawsuit. e. Yorkville agrees to release TRAVELERS from its obligations under Bond No. 821878117. f. The release of WISEMAN by TRAVELERS excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, awned, controlled or acquired, regarding claims made upon Bond No. 21878117. g. Yorkville agrees to release Lexon from all its obligations under Bond No. 100437:3. h. Yorkville agrees to act in good faith with respect to the restructure of the SSA bonds as set forth in the Second Amendment to the Planned Unit Development Agreement. Section 1.02 Approval of Settlement by City Council. This settlement shall be contingent upon the approval of the settlement and this Agreement by the Yorkville City Council. Section 1,03 Dismissal of the Lawsuit. For and in consideration of the mutual covenants and agreements contained herein, within fourteen (14) days after all Parties have executed this Agreement and the City Council has approved this settlement as provided above, the Parties shall execute and file a Stipulation and Order of Dismissal With Prejudice, dismissing the Lawsuit, including claims and counterclaims, with prejudice, and with each Party hearing its own attorneys' fees and costs. 2 Section 1.04 Release. The parties hereby release on another as follows: a. Except for the obligations of RYLAND and their successors as set forth in this Agreement; 'YORKVILLE, for itself and its elected and non-elected officials, its mayor and aldermen, agents, employces, successors and assigns (hereinafter "the Yorkville Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge RYLAND and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "the Yorkville Released Parties") from all causes of action, suits, debts, liens, obligations; rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or dernands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pUu'suant to statute, of whatever kind or however arising, which the Yorkville Releasing Parties now have or ever had as of the date of the execution of this Agreements against the Yorkville Released Parties arising out of or relating to the allegations contained in the Complaint tiled in the Lawsuit. b. The Yorkville Releasing Parties do hereby release, remise, acquit, hold harmless and forever discharge the Yorkville Released Parties from all causes of actions, suits, debts, liens, obligations; rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however-arising, which the Yorkville Releasing Parties now have or forever have against WISEMAN and its affiliates and WINDETT RIDGE and its affiliates, including Mayo Land Company as they relate to the Subject Property. C. Except for the obligations of YORKVILLE as set forth in this Agreement, RYLAND, for itself and its respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Ryland's Releasing Parties"), does hereby release, remise, acquit, hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors, and assigns (hereinafter "Ryland's Released Parties") from all causes of action, suits, debts, liens; obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claim or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Ryland's Releasing Parties now have or ever had as of the date of the execution of this Agreement; against the Ryland's Released Parties arising out of or relating to the allegations contained in the Complaint filed in the Lawsuit. d. Except for the obligations of YORKVILLE as set forth in this Agreement, WISEMANN, and its affiliates, and WINDETT RIDGE, and its affiliates, including Mayo Land 3 Company, for themselves and their respective officers, directors, shareholders, agents, employees, successors and assigns (hereinafter "Wiseman's and Windett Ridge's. Releasing Parties"), dries hereby release, remise, acquit, hold harmless and forever discharge YORKVILLE and its respective elected and non-elected officials, its mayor and alderman, agents, employees, officers, directors, shareholders, successors, and assigns (hereinafter "Wiseman's and Windett Ridge's Released Parties") from all causes of action, suits, debts, liens, obligations, rights, costs, expenses, compensation, contracts, contributions, indemnities, agreements, promises, damages, interest, attorneys' fees, reckonings, bonds, judgments and all claims or demands whatsoever, whether known or unknown, whether in law or equity, by contract, tort, common law or pursuant to statute, of whatever kind or however arising, which the Wiseman's and Windett Ridge's Releasing Parties now have or forever have, against the Wiseman's and Windett Ridge's Released Parties as they relate to the Subject Property. d. Notwithstanding any provision of any agreement, this Settlement Agreement and Mutual Release does not release RYLAND from any obligations in connection with the development of the Subject Property including, but not limited to, all obligations of RYLAND as set forth in the Second Amendment to the Planned Unit Development Agreement. e. Notwithstanding any other provision, by this Agreement, YORKVILLE does not release, and expressly preserves fully and to the same extent as if the Agreement had not been executed, any claims or causes of action against RYLAND for liability, if any, incurred that does not arise out of the allegations contained in the Complaint filed in the Lawsuit. Section 1.05 Non-Admission of Liability. This Agreement is the compromise of disputed claims and fully and finally settles all claims known or unknown among YORKVILLE, WISEMAN, WINDETT RIDGE, TRAVELERS, and RYLAND, stemming from the Lawsuit; it is intended to amicably resolve disputes and to avoid extensive and uncertain litigation. The release of WISEMAN by TRAVELERS, including the release described in Section 1.01 above, excludes TRAVELERS' indemnity rights against WISEMAN, and any and all subsidiaries and/or affiliates, owned, controlled or acquired, regarding claims made upon Bond No. 21878117. Neither the payment of any consideration hereunder or anything contained in this Agreement shall be interpreted or construed to be an admission on the part of, or to the prejudice of, any person or party named herein. Section 1.06 Each Party To Bear Its Respective Attorneys' Fees and Costs. Except as otherwise provided in this Agreement, each of the parties shall be responsible for its respective costs, expenses and attorneys' fees incurred in the Lawsuit and Enforcement Action. ARTICLE II. GENERAL PROVISIONS Section 2.01 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Illinois without giving effect to principles of conflict of laws. 4 Section 2.02 Enforcement of Rights. In the event that any party shall institute any action or proceeding to enforce or interpret any of the rights granted or released hereunder, the prevailing party in such action or proceeding shall be entitled to recover all of its costs and expenses incurred in the action or proceeding, including but not limited to reasonable attorney's fees and court costs. Section 2.03 Validity of Release. If any party should breach this Agreement by filing a claim or lawsuit in which such party asserts that the release contained in this Agreement is invalid, such party shall be in breach of this Agreement and shall be obligated to pay any and all attorneys' fees incurred as a result. Section 2.04 Severability; Waiver. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be valid under applicable Illinois law, but if any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force only if the essential provisions of the Agreement for each party remain valid, binding, and enforceable. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. Section 2.05 Headings. Headings used in this Agreement are for reference purposes only and in no way define or limit the scope of such section or in any way affect this Agreement. Section 2.06 Entire Agreement. This Agreement sets forth the entire, final, and exclusive agreement between YORKVILLE and RYLAND. All prior negotiations and agreements, whether oral or written, between YORKVILLE and RYLAND, are incorporated into this Agreement. This Agreement may not be changed, modified, or altered except by an agreement in writing, signed by the YORKVILLE and RYLAND. The terms of this Agreement are contractual and not a mere recital. Section 2.07 Inadmissibility. This Agreement, its execution, and its implementation may not be used as evidence, and shall not be admissible, in any proceeding except one alleging a breach of this Agreement. Section 2.08 Advice of Counsel. The parties represent and acknowledge that they have had the opportunity to consult with legal counsel or other advisors in connection with this Agreement. The Parties represent and agree that they fully understand and consent to the terms of this Agreement and understand the consequences of signing this Agreement. No presumption in favor of or against any party shall apply in interpreting the terms of this Agreement. Section 2.09 Successors. This Agreement shall be binding upon and inure to the benefit of the YORKVILLE and RYLAND and each of their respective heirs, executors, administrators, employees, agents, successors, representatives, assigns, parent corporations, affiliates, subsidiaries, directors, officers, shareholders and attorneys (and employees and associates thereof). 5 Section 2.10 Counterparts. This Agreement may be executed in counterparts, and all such counterparts together shall constitute the entire agreement between YORKVILLE and RYLAND. A faxed copy of this Agreement will be deemed to be the same as an original. Section 2.11 Effective Date. The effective date of this Agreement shall be deemed to be the date of its execution, as stated below. In the event any party hereto fails to execute the agreement or RYLAND fails to execute the Second Amendment to the Planned Unit Development Agreement with YORKVILLE for the Ryland property, this agreement shall be null and void. PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES RELEASE CLAIMS. THE RYLAND GROUP,INC. d/b/a THE UNITED CITY OF YORKVILLE RYLAND HOMES By: By: Its Mayor Date: Date: WISEMAN HUGHES ENTERPRISES, TRAVELERS INDEMNITY CO. \11 )' By: B�Y)Jblo---" IQatc: Date: _ 9­9 1 ..WINDETT RID E,LLC B : I zyCEO lt C r C Cam+ 4 Date. 6 PDF copy of the settlement agreement, as voted on at the August 13,2013 City Council meeting SETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement") is made between UNITED CITY OF YORKVILLE, an Illinois municipal corporation located at 800 Game Farm Road, Yorkville, Illinois 60560 (the "YORKVILLE"), THE RYLAND GROUP, INC. d/b/a RYLAND HOMES, a Maryland corporation doing business in Kendall County, Illinois ("RYLAND"), WINDETT RIDGE, LLC ("WINDETT RIDGE".), an Illinois limited liability company, WISEMAN HUGHES ENTERPRISES, INC. ("WISEMAN"), an Illinois corporation, and TRAVELERS INDEMNITY CO. ("TRAVELERS"), a Connecticut corporation doing business in the state of Illinois (collectively, the"Parties"). BACKGROUND 1. WINDETT RIDGE is the owner and WISEMAN is the developer of certain real property consisting of approximately 164 acres located within YORKVILLE'S boundaries, which is commonly known as Windett Ridge Subdivision (hereinafter "Subject Property"). Pursuant to the First Amendment to Planned Development Agreement, WISEMAN was to make certain public infrastructure improvements and pay for the same. 2. Gulf Insurance Company issued Bond No. B21878117 for certain of the aforementioned public improvements in the Subject Property. Gulf later merged into TRAVELERS, which later assumed liability of as Surety under Bond No. B21878117 in favor of YORKVILLE. 3. Lexon Insurance Company issued Bond No. 1004373 for certain of the aforementioned public; improvements in the Subject Property. 4. YORKVILLE filed a lawsuit naming TRAVELERS and WISEMAN as Defendants in Kendall County, Illinois, known as Case Number 2012 L 75 (the "Lawsuit"). In the Lawsuit, YORKVILLE alleges that TRAVELERS breached its obligations under Bond No. 521878117 by failing to complete and/or pay for the completion of the public improvements covered by the Bond. 5. RYLAND seeks to purchase a portion of the Subject Property from WINDETT RIDGE, as legally described in Exhibit A to the Agreement, (hereinafter "Ryland Property") and as such, RYLAND is a potential defendant in the Lawsuit. 6. The Parties desire to settle and dispose of the above-referenced claims that. YORKVILLE has against TRAVELERS, WISEMAN. WINDETT RIDGE, and RYLAND, and avoid the expense and inconvenience of litigation. I 1 ccordingly, the Parties agree as follows : ARTICLE 1 . SETTLEMENT TERMS AND CONDITIONS Sectl' on 1 . 01 Settlement ' ergs . In consideration of and retu . n for a fu11 release of all claims arnon T YORKVILLE , WINDETT f IDLE , WISE ` AN . TRAVELEf- S . and Wi ' .l LAND ., the parties a `yree to the following : a . WISE MAN ,AN , wINDETT 1D - , and R ' LAN agree to waive an it funds dUC W them frorn YORKVILLE on ] it under any and all loans or recapture agreements related to the Su ject Property . This provision does not waive 'A ISE ` . AN ' s and j AND ' s right to capture funds to due to them from third parties Linder the recapture agreements related to the Sul ject Property . h . R AND agrees to pay all outstanding real estate taxes , including hut. not limited to Ir special assessments , due and owing on the R gland Property . c . YORKVILLE agrees to waive all outstanding or contemplated mowing fines and Iiens on the Subject Property including , but not limited to , the .l udcrment obtained in Kendall County Case No . I ) R 4I , entitled "United it �� �;� f Yorkville �� . wri �� det �: Ridge . LLC . d . Yorkville agrees to dismiss with prejudice the Lawsuit . e . Yorkville agrees to release TRAVELERS from its ohli orations under Hoed loo . ' 1878117 . f. '� orkville agrees to release Lexon from all its obligations under fond No . 100 X73, OF `Y' orkville agrees to act in good. faith with respect to the restructure of the SSA ponds as set forth in the Second Amendment to the Planned Unit Development Agre( m nt . Section 1 . 02 Approval of Settlement by lt.r Council . 'his settlement shall be contingent upon the. approval of the settlement and this Agreement by the. York 14A pity Council , Section 3 � � s ass it f the Lawsuit . For and in consideration of the:: n7utc � al covenants and agreements contained herein , within fc) rteen ( 14 ) days after all Parties have executed this AcTreenient and the Cite Council has approved this settleinlent as provided above , the Parties shall execute and file a Stipulation and order of Dismissal with Pr(Judice , dismissim - the Lawsuit ., including claims and. counterclaims , with pre, udice✓ , and with each art r bearing its own attorne, �. Ls ' fees and costs . Section ease . The parties hereby release on another as follows : a . Except for the obligations of RYLAND and they- successors as set forth in this Agreement . YORKVILLE . for itself and its elected and non - elected officials , its mavor and aldermen , agents , employees , successors and a ssigs ( lereinafter " the 'To ,l � � ille in (y Parties , ) , does herehTv release . remise . acquit , hold harmless and forever discharge P. YLAND and its respective officers , directors , shareholders , a -cats . employees , successors and assiQns ( hereinafter " the Yorkville Released parties " � from all causes of action , suits. , debts , liens , obligations ., rights , costs , expenses , compensation , contracts . contributions , indeninitle , agreements ; promises .. damages , interest , attorneys fees , reckonings , bonds , judgments and all claims or demands whatsoever , whether known or unknown , whether in law or ecluit �l , b �/ contract tort ,, common law or pursuant to statute , of whatever bind or however arising , which the ' orl ville Releasing Parties now have or ever had as of the date of the exec. ution of tl:1is A0 7reement ; against the Yorkville Released parties arising out of or relating to the allegations contained in the Complaint filed in the .lawsuit . b . The Yorkville Releasing parties do hereby release , remise ., acquit , gold harmless and forever discharge the Yorkville Released Parties from all caLxses of actions , suits , debts , liens , obligations ; rights , costs , expenses . compensation , contracts , contributions , indemnities , agreemen. ts9 promises , darnage. s , interest , attor�� eys ' fees , reclonings , bonds , jc� dg�r � ent. s and all claims or demands whatsoever , whether known or unl nown. t whether in law or equity b �; rnntmot tort (-I& or "1 �!"�'1or l qxv or 1'1i irQvr1 i f to Qt 4 i ittc� l� �l �7iI ��3 �� tPtfr� r� Vinrl nrt- � tn �� � P � � � t r� r-i ci ,r � c� � x � 1r� ir'• 1-) f- Irl � . . v ♦ v v x. i it. .. i • t V x /✓ ♦.� i v •.s. ko Lt .A L a.. `i 1.,! L L.11, a. t� 4 `/ . V x r t 1 %.L L�' % /1 a\ 3 Y- 1 Ll tiJ 1 11 T� f V l,i' V %,/ ,L 1L oL t 1 LJ 2 1 1 �,,, y V V 1 11 �% I ! U Y I � L l.. Yorkville releasing Parties now have or forever have against WI EMAN and its affiliates and WINDETT RIDGE and its affiliates , including Ma Land Cornpan as they relate to the S Uject Property . c: . Except for the obligations of YORKVILLE LE as set forth in this Agreement , RY1... AND for itself and, its respective officers , directors , shareholders , agents * employees , successors and assigns (.hereinafter " Ryland ' s Releasing parties " ) , does hereby release . remise , acquit , hold harmless and forever discharge YORKVILLE and its respective elected and non - elected officials , its mayor and alderman , a �,yents , employees . officers , directors , shareholders , successors , and assignts ( hereinafter " Ryland ' s Released Parties from all causes of, action . Suits . debts , liens . obligatlons , rights , costs , expenses . compensation , contracts . contributions , indemnities , agreements , promises . damages , interest. , attorneys ' fees , reckonin (ys -bonds , judorments aid all ciainl �; or clernands whatsoever ., whether known or unl� noz�� �� , whether i. n lc�. � or equity , by contract tort , common law or pursuant to statute , of whatever hind or however arising , which the R land ' s Releasing parties now have or ever lead as of the date of the execution of this Agreement ,. against the Ryland ' s Released Parties ari sin cr oL11 Of or relatin c, to the a :llet� ations contained 1E the Complaint filed in the Lawsuit . d . Except fog, the obligations of YORKVILLE as set forth iii this A. (2yreement ., ISE l �N, and its affil liates . and �7��TI .ETT l�� ll� GEs ana, its of finate . inc° lU. di �-� {� �� "�f � ? Lan cr 'g�'y'�{ ��'�y '}{'�� y` jrI A. tf (�'y pF � // C��� '}E, [ � ( y! /`,� {/ 4 �. / 1/, •(p s 7 1 {�I (/ I[ k 1j {p Q!R 6/ @�l. T .. e.ply o 1 Jl 1 �J a Y 1 4 / c d. `\/ .^ t h e �l L t s e 1 T e c O..i.� i �..1. �L� �.J i �-^ �+� LJ p e" 'w' �, k �Y �' `_� f� Y V '�v- L' l,i ♦ � � k. � �, 'l l.� �' ) y 1J, 1 Jt �.a. k'�� 17.� \.� 1' �� L./ l.~ �) q 1 L 2 tmplo ` 1�. esE sucr' essO an ass g s ( n re- inaft.�:�r ,% � s �' ��� � �1 s aria r! � nC� �,� � � � u of � �� L' � ca �. 11 � � 0, ' arties " � 4 does here } 6 ;- refease , re nis % , acs � .� 1 , held harms ad ll� ire. e �- ciiscl arge Y 'r N`` L , ' fl J E y and its respective elected and non - elected officials , its ma / or and alderman , agents , employees , officers , directors , shareholders , successors , and asst ( IIs ( hereinafter " Wiseman s and Windett Ridge ' s Released Parties " } from all cases of action , SUIts , debts , liens , oblications . rights , costs . expenses , compensation contracts , contributions . indemnities . a � reen� ents , promises , da �� a � es . interest , attomeys ' fees , reckonings , bonds . _ udaments and all claims or demands whatsoever . whether known or unknown . whether in law or ecl uit �� , by contract. , tort . common lave- or purs cant to statute , of whatever kind or however arising, , which the Wiseman ' s and N indet:t Rldo..re ' s Releasing Parties now have or forever have , against the Wiseman ' s and Windett Riche ' s [Released Parties as they relate to the Subject Propert d . Notwithstandinor any provision of any a �,rreement , this Settlement A (- ee- mtnt and Mutual Release does not release RYLAND I rom any obli o7ati ons in connection with the development of the Subject Property ineludin but not limiter to , all obinfations of ' � �� N as set forth in tl e Secor� Amendment to the Planned Unit Development � areement . e . Notwithstanding any other provision , try this AcEreement , ` ORKVI :I LE sloes not release , and express ) preserves fully and to the same extent as if the � � reen� ent had not been executed , anal claims or causes of action &Lrainst I� YLAND for liability , if an �� , incurred that does not arise out of the all.eo - ations contained in the Complaint filed in the Lawsuit . Section 1 . 05 NonmAdmission of l' a ldity . This Ao reernent is the compromise of displltPd clmmc, and fi d1v qnd finally settles all chinas known (-) r unknown among YOR KV I LE z WI:SEMAN . wI:NDETT RIDGE . TRAVELERS . and PRYLAND . stemmina from the L iWSuit _ it. is intended to buy peace and to prevent any further involvements and disputes re (.yardin c the above - referenced natters . :Neither the payment of any consideration hereunder or anythin (T contained in this Ao cement shall be. interpreted or construed to be an admission on the part of or to the prejudice, of, any person or party named herein . Seeflon 1 . 06 Each Party To Bear Its Respective Attorneys ' Fees and Costs . .Each of the parties shall be responsible for its respective costs , expenses and attorneys " fees incurred in the Lawsuit and Enforcement fiction . ARTICLE 11 . GENERAL PROVISIONS Sec �� per f� T � 'hisreen� ent gill tie pverned and : onstr �led in accordance with the laws of the Mate of Illinois without (Yrvin `.y effect to principles of c.° onf'lict of laws . Secs . 2 . 02 Enforcement of Rl' , ts . I.n the event that and, party shall i �� stit.� � tch am action or pr oceedin `r to enforce or interpret any of the. rl (yhts granted or released hereund: ei- , the prevailing part) ins cl1 action or proceeding shall be entitled to recover all of its osts and, ex penses inc � � rred in the action or -proceedi. n �� � i � clud ' 11 (� t 1101 fim' ted to r � asonable ��ttc� 1111A , 4, 1-ees and court costs . Section 2 . 03 Va i i y of Reiease . If any party should breach this Aareement by filina. a claim or lawsuit in which such party asserts that the release contained in this Agreement is invalid . such party shall be in breach of this Agreement and shall be ob ig:rated to pad an �l and all attorneys ' fees incurred as a result . Section 2 . 04 evera l Ay0 vertu whenever possible , each provision of the Aorreement shall be interpreted in such a manner as to be valid under applicable lllinoi_ s la \v . but if any provision of the Agreement is held to be invalid or unenforceable for any reason , the rernainin � ►l�ovisions will continue n full force only If the essential provisi- ons of the A (Treement for each party remain valid. , bindin (a , and enforceable . The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or Subsequent breach . Section 2 . 0 .ea incFs . eadin `7s used in this Agreement are for rel erence ur oses p p only and in no way define or limit the scope of such section or in an way affect this Agreement , Section 2 . 06 Entire Agreenient. This Acyreement sets forth the entire , final , and exclusive a reement between YORKVILLE and YI'. ,AN . All prior netrotiations and agreements ; whether orator written , between `� ORKV ILLS and � . AND are incorporated into this . greet-nent . This Agreement may not be chanced , modified . or altered except by an � agreement its writing. , slgned by the YORKVILLE and RYL1 .� N . The terms of this Agreement are contractual and not a mere recital . Section 2 . 07 Inadmissibility . This Agreement , its execution , and its implementation may not be used as evidence , and shall not be admissible , in any procee d inc. except one allegiijer a breach of this Agreement . Section 2 . 08 Advice of Counsel . The Parties represent and acknowledge that they have had the op ortunity to consult with lecral counsel or other advisors its connection with this Aorreement . The Parties represent and agree that they f lk! understand and consent to the terms of this Agreement and understand the consequences of sinning this Aarecment . No presLIMption in favor of or against any party shall apply in in-terpretin `.4 the terms of this agreement . Section 2 . 09 Successors . This Aereement: shall be binding upon and inure to the benefit of the YoR '_ vlLLE and RYLAND and each of their respective heirs , executors , administrators , ernpiogees , agents , successors , representatives , assigns ,, parent corporations , affiliates , subsidiaries , directors , officers , shareholders and attorneyrs ( and ernployee: s and associates thereof) . Section2 . 10 Counterparts . This agreement nia � be exectcted in counterpart:. . and all such count kiTarts to (2ether shall constitute the entire a �„ regiment between ORKVIL.L E and YLAN . A fared copy of this Agreement will be deeMed to be the sane as an ori (Tin = . Section 2 . ' 1 `ec 11 �� �� �. e ., The effective datf : o ”' tl� i �s �5� (�re � ��� �� �� � sha l �y k ;el be the date of its ext� �' Litlorl. as. stated htalowo . In the eveIM an `4 ' rarlv nerc. � a � 4 �; � � � �' � ;: � c � I �. {:` U"16, a4 reernent of- �� 1✓,AN falls to CX.Mlte tht Secoilt I �k �� �;�� dn� ent t � � the Development Agreement with YORKVILLE for the Ryland property, this agreement shall be null and void.. PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES RELEASE CLAIMS. THE R''l'LAND GROUP,INC.d/b/a THE UNITED CITY OF YORKVILLE YLAND HOMES J By: By: �d/,l� �, ��/Yz� c;� D��r���D�/�C. U,f0 Its Mayor Date: r//-y Date: WISE1VtAN HUGHES ENTERPRISES, TRAVELERS INDEMNITY CO. I C. By: Date: Date: WINDETT RI E,LLC Date: 6 Development Agreement with YORKVILLE for the Ryland property, this agreement shall be null and void . PLEASE READ CAREFULLY , THIS DOCUMENT INCLUDES RELEASE CLAIMS . THE RYLAND GROUP, INC . d/b / a THE UNITED CITY OF YORKVILLE RYLAND HOMES By : By : Its Mayor Date Date . WISEMAN HUGHES ENTERPRISES , TRAVELERS INDEMNITY CO . INC . By : By Date : Date . WINDETT RIDGE , LLC By • Date : 6 Exhibit A Legal Description PARCEL 1 : LOTS 11 2 , 31 41 51 61 7 , 81 91 15 , 16 , 17 , 18 , 43 , 66 , 67 , 68 , 69 , 73 , 75 , 76 , 78 , 79 , 80, 81 , 82 , 83 , 84 , 85 , 86 , 87 , 88 , 89 , 106 , 107 , 108 , 109 , 110 , 111 , 112 , 113 , 114, 115 , 116 , 117 , 118 , 119 , 120 , 121 , 122 , 123 , 124 , 1271 1281 1291 1301 133 , 134 , 135 , 136 , 137 , 138 , 139 , 140 , 141 , 142 , 143 , 144 , 145 , 146 , 147 , 148 , 149 , 150 , 151 , 152 , 153 , 154 , 155 , 158 , 159 , 161 , 163 , 167 , 168 , 169 , 170 , 171 , 172 , 173 , 174 , 175 , 177 , 180 181 , 186 , 189 , 190 , 193 , 194 , 195 , 196 , 198 , 205 , 206 , 207 , 208 , 209 , 210 , 211 , 212 1214 , 215 , 223 , 229 , 2311 233 , 237 , 241 , 242 , 243 , 244 , 245 , 246 , 248 , 249 , 250 , 251 , 252 , 253 , 254, 255 , 256 , 257 , 258 , 259 , 260 , 261 , 262 , 263 , 264 , 265 , 266 , 267 , 268 , 269 , 270 , 271 , 272 , 273 , 274 , 275 , 276 , AND 277 IN WINDETT RIDGE SUBDIVISION UNIT 1 , ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 13 , 2004 AS DOCUMENT 200400003630 , AND CERTIFICATE OF CORRECTION RECORDED MARCH 12 , 2004 AS DOCUMENT 200400005966 , IN THE UNITED CITY OF YORKVILLE , KENDALL COUNTY, ILLINOIS , PARCEL 2 : THAT PART OF SECTION 9 , TOWNSHIP 36 NORTH , RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHWEST CORNER OF THE NORTHWEST % OF SAID SECTION 9 ; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID NORTHWEST % , 569 . 20 FEET TO THE CENTER LINE OF ILLINOIS STATE ROUTE NO . 47 ; THENCE SOUTH 35 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID CENTER LINE , 1062 . 70 FEET TO THE SOUTHERNMOST CORNER OF A TRACT DESCRIBED IN WARRANTY DEED FROM EDNA HALBESMA TO HANNAH GEIGER RECORDED IN BOOK 115 AT PAGE 241 ON DECEMBER 27 , 1957 ; THENCE SOUTH 35 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID CENTER LINE , 323 . 02 FEET; THENCE CONTINUING SOUTH 35 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID CENTER LINE , 484 . 85 FEET TO ITS INTERSECTION WITH THE CENTER LINE OF LEGION ROAD ; THENCE CONTINUING SOUTH 35 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID CENTER LINE AND SAID CENTER LINE EXTENDED , 1925 . 22 FEET; THENCE SOUTH 16 DEGREES 45 MINUTES 00 SECONDS EAST, 126 . 93 FEET TO THE LINE OFAFENCE EXTENDED FROM THE EAST; THENCE NORTH 88 DEGREES 15 MINUTES 14 SECONDS EAST ALONG SAID FENCE LINE AND ITS EXTENSION , 2723 . 16 FEET FOR THE POINT OF BEGINNING ; THENCE NORTH 01 DEGREES 32 MINUTES 33 SECONDS WEST, A DISTANCE OF 219 . 34 FEET; THENCE NORTH 31 DEGREES 32 MINUTES 00 SECONDS WEST, A DISTANCE OF 125 . 77 FEET; THENCE NORTH 53 DEGREES 15 MINUTES 45 SECONDS WEST, A DISTANCE OF 157059 FEET TO A POINT ON A CURVE ; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 438 . 00 FEET AND A CHORD BEARING OF NORTH 37 DEGREES 33 MINUTES 32 SECONDS EAST, AND ARC DISTANCE OF 7 . 40 FEET; THENCE NORTH 37 DEGREES 04 MINUTES 29 SECONDS EAST, A DISTANCE OF 232 . 50 FEET; THENCE SOUTH 52 DEGREES 55 MINUTES 31 SECONDS EAST, A DISTANCE OF 25 . 99 FEET; THENCE NORTH 37 DEGREES 04 MINUTES 29 SECONDS EAST, A DISTANCE OF 145 . 00 FEET TO A POINT ON THE SOUTHWESTERLY LINE , AS OCCUPIED , OF THE OAK HILL FARM AS SHOWN IN A PLAT RECORDED IN PLAT BOOK 5 ON PAGE 16 ( NOW ' SLOT 303 ' ) ; THENCE SOUTH 52 DEGREES 55 MINUTES 30 SECONDS EAST ALONG SAID SOUTHWESTERLY LINE , AS OCCUPIED , OF THE OAK HILL FARM , 421 . 96 FEET TO A LIMESTONE MONUMENT AT THE SOUTHEASTERLY CORNER OF SAID OAK HILL FARM BEING ALSO ON THE EAST LINE OF THE SOUTHEAST % OF SAID SECTION 9 ; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST ALONG SAID EAST LINE , 445 . 77 FEET TO A POINT ON SAID EAST LINE OF THE SOUTHEAST % OF SAID SECTION 9 WHICH IS 1533 . 84 FEET, AS MEASURED ALONG SAID EAST LINE NORTHERLY OF THE SOUTHEAST CORNER OF SAID SOUTHEAST % ; THENCE SOUTH 88 DEGREES 15 MINUTES 14 SECONDS WEST, A DISTANCE OF 392 . 05 FEET TO THE POINT OF BEGINNING , ALL IN KENDALL COUNTY, ILLINOIS .