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Home My WebLink About2007-357 <�00 ? - 35fit SETTLEMENT AGREEMENT AND RELEASE THIS AGREEMENT ("Agreement"), having an effective date of October 16 2007 (the "Effective Date"), is entered into by and between MHC COUNTRYSIDE AT VERO BEACH, L.L.C., an Illinois limited liability corporation authorized to transact business in the State of Florida ("MHC") and INDIAN RIVER COUNTY, a political subdivision of the State of Florida ("IRC") . RECITALS A. MHC is the owner of Countryside of Vero, a manufactured housing community located in Indian River County ("Countryside"), formerly known as "Village Green, Phase IV (West)" and "Countryside North". B . Based upon various franchise agreements, other agreements and ordinances, MHC and/or the previous owners of Countryside were granted a franchise to supply water and sewer services to the residents of Countryside. IRC retained the right to require Countryside to connect to IRC ' s water and sewer systems , at the discretion of IRC . C . IRC required Countryside to connect to its sewer system and pay sewer impact fees for each equivalent residential unit ("ERU") within Countryside. Thereafter, MHC and the previous owners of Countryside entered into various agreements with IRC relating to the payment and schedule of payments for sewer impact fees. D . Disputes developed between MHC and IRC concerning the sewer impact fees. As a result, IRC filed an action against MHC styled, Indian River County v . MHC Count side at Vero Beach, L. L . C . , Case No. 2006-0114-CA-09 in the Circuit Court of Indian River County, Florida (the "Action") . E. The parties have negotiated a full and final resolution of all claims, actions or causes of action relating to the Action and the payment of sewer impact fees for 649 ERUs presently within Countryside, which is conditioned only upon IRC Commission approval . WHEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated into and made a part of this Agreement, the mutual promises and covenants herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows : 1 . Payment for Sewer Impact Fees. Within 30 days of IRC Commission approval , MHC shall pay to IRC the sum of Three Hundred Fifty- Six Thousand Four Hundred Ninety Dollars and 00/ 100 ($356,490. 00) representing 150 ERUs at Two Thousand Three Hundred Seventy-Six Dollars and 60/ 100 ($2 , 376 . 60) per ERU . The foregoing payment satisfies and forever discharges all sewer impact fees payable to IRC for the 649 ERUs presently within Countryside. 2 . Waiver of Water Connection Requirements. Notwithstanding the rights provided to IRC by any franchise agreement, other agreement, or Indian River County ordinance, IRC fully and finally waives, relinquishes and releases all rights to require Countryside, or any aspect thereof, to connect to Indian River County' s water system . 3 . Voluntary Connection to Water System. Provided IRC has the capacity to serve Countryside, IRC shall permit Countryside to voluntarily connect to IBC ' s water system upon payment of the water impact fees in effect at the time of the requested connection. Countryside shall receive a credit of One Hundred Fifty Thousand Dollars ($ 150,000) against any future water impact fees or connection fees associated with any connection to IBC ' s water system. 4. Emer¢ency Water Connection . IRC shall allow MHC to construct and install, at MHC ' s own expense, a connection between Countryside ' s existing water system and IBC ' s water system to be used only in the event of an emergency. MHC shall pay the then existing rates and fees for bulk water usage for water consumed during such emergency; however, MHC shall not be required to pay impact or related fees for such emergency use. 5 . Mutual Releases . a. For and in consideration of the covenants described herein, upon payment of the agreed sum for sewer impact fees as provided in paragraph one ( 1 ) above, the parties hereby unconditionally, fully and completely release and covenant not to sue the other and the Released Parties described below from all, any and every manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, damages and claims, whether civil, criminal, legal, ethical, moral or otherwise which either party has, may have had, or may have claimed to have had against the other party or the released parties in any way related to the Action or the facts and circumstances described in the Action. b. For the purposes of the foregoing Release, the Released Parties shall include MHC Countryside At Vero Beach, L.L. C ., MHC Operating Limited Partnership, Equity Lifestyle Properties, Inc. , MHC Financing Limited Partnership Two and their officers, directors, stockholders, members, partners, subsidiaries, parents, and affiliates, and the Board of Commissioners of Indian River County, Florida, as well as the agents, employees, servants and attorneys of each. 6. Scone of Full Release . The parties recognize that there may exist issues, claims, rights and entitlements relating to the Action or the facts or circumstances described in the Action which are, as of the Effective Date hereof, unknown or undiscovered in whole or part, including currently unknown additional damages or ramifications of financial conditions which are known to exist as well as those which are not known to exist; nonetheless, it is the clear and absolute intent of the parties hereto to fully and finally release each other from all claims of any nature whatsoever which each party may have against the other from the beginning of the world to the Effective Date of this Agreement relating to the Action or the facts and circumstances described in the Action. -2- 7. Construction. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the undersigned by reason that any party or their counsel drafted all or portions of this Agreement. 8 . Integration Clause. This Agreement constitutes a complete resolution of all matters relating to the Action and all matters which are addressed by this Agreement. All prior discussions, negotiations and agreements have merged herein and are of no further force and effect. No party has made any representation, promise or warranty to the other party except as set forth in this Agreement. 9. Denial of Liabilitv. Nothing contained herein shall be construed as an admission of liability by any party of these or any other matters. 10. Dismissal of Action - Attorneys ' Fees and Expenses . The parties hereby stipulate to a dismissal of the Action, with prejudice, each party to bear its own costs and expenses relating to the Action, the underlying controversy, and the negotiation of this Agreement. It . Counterparts . This Agreement may be executed in counterparts, a complete set of which shall form a single original document. IN WITNESS HEREOF, the undersigned parties have caused this Agreement to be duly executed. MHC COUNTRYSIDE AT VERO BEACH, L.L. C., an Delaware limited liability corporation Witness : l� �— BY: Witness : Its : erns{ t7e ur^ q �,-, ,, •. nn INDIAN RIVER COUNTY Witness : rIJ�CG(XCvJBy: �� (� _ Witness : Its : Gary C . Wheeler , BCC Chairman I :\MOBILE HOME GROUP\ELS EQUITY LIFESTYLES\Countryside at Vero Beach\Indian River County vs. MHC\SETTLEMENT AGREEMENT AND RELEASE 6. 18 . 07 .doc -3-