STATE OF NEW YORK SUPREME COURT : COUNTY OF ERIE ZAEPFEL DEVELOPMENT COMPANY, INC. and 1760 WEHRLE DRIVE, LLC, RELEASE AND CONFIDENTIAL Plaintiffs, SETTLEMENT AGREEMENT vs TOWN OF AMHERST, NEW YORK, Index No. 802219/2015 Defendant. This Release and Settlement Agreement (“Agreement”) is made by and entered into by the Town of Amherst (hereafier referred to as “Releasee”) and Zaepfel Development Company, Inc, and 1760 Wehrle Drive, LLC (hereafter referred to as “Releasors”) agrees as follows: 1. Thisis an action pending in the Supreme Court, State of New York, County of Erie, between the Town of Amherst as defendant and Zaepfel Development Company, Inc. and 1760 Wehrle Drive, LLC as plaintiffs captioned as set forth above under index number 802219/2015. 2. Parties have agreed to settle this action for the total amount of $55,000 lawful money of the United States of America which the Town of Amherst has agreed to pay to plaintifts, 3. The Releasors by these presents do here by for themselves their heirs, executors or administrators, suecessors, assigns have remised, released, and forever discharged the Town of Amherst, their past and present office holders, employees, agents, attorneys, predecessors, successors and assigns and their insurers, from any and all manner of action and actions, cause or causes of actions, suits, obligations, damages, costs, judgments, executions, claims, demands,claims for attomey’s fees, losses for past, present or future income from any sources whatsoever, which against the said Releasee, the Releasors ever had, now have or which they or their assigned successors, heirs, executors, administrators hereafter can, shall, or may have against the Releasee, for upon or by reason of any manner, cause or thing whatsoever from the being of the world to the day of the date of these presents in particularly but without any manner limiting the foregoing of and from any and all claims, out of occurrences, acts or omissions arising from the above caption case referenced by index number 802219/2015. 4. This Agreement constitutes a settlement and compromised of disputed claims. It is understood and acknowledged by Releasors that the payment of settlement funds does not constitute nor shall be construed as an admissions of any fact or any liability on the part of the released parties, such liability being expressly denied. A copy of the parties’ Stipulation of Discontinuance is attached hereto as Exhibit A and is incorporated herein and is made a part of this Agreement. The settlement set forth in this Agreement in Exhibit A herein contains the entire Agreement between the parties hereto and constitutes a complete, final and exclusive embodiment of their Agreement with respect to the subject matter hereof, The terms of this, Agreement are contractual and not merely recital, This Agrcement and Release is executed without reliance of any promise, warranty or representation by any party or any representative of ‘any party other than those expressly contained herein, and Releasors have carefully read this release, having been advised of the meaning and consequence by their attorneys and sign the same of their own free will 5. The Releasors and Releasee expressly agree that the terms and conditions of the settlement are confidential, neither party shall disclose any information whatsoever relating to the settlement of this matter, the terms of the General Release and this Agreement. ‘Thisnondisclosure includes amount of the settlement, the amount of any settlement demands, settlement offers, or details related to the negotiations relating to the settlement, and the amount and/or approximate amount of the agreed settlement. The parties understand that the inclusion of this Confidentiality Agreement is a specific part of the settlement and that in the event of such a breach of this Agreement, cither party may take steps to enforce it and seek all legal and equitable remedies available through the filing of an action in the Supreme Court of Erie County in the State of New York. The parties hereby consent to the jurisdiction of Supreme Court for Erie County of New York by the execution of this Agreement. 6. __ Inconsideration of the obligations under this Agreement, Plaintiffs covenants that this Agreement, the terms and conditions herein and any of the underlying facts and circumstances of the claims alleged in the underlying law suit are strictly and shall forever remain confidential and that neither Plaintiffs, their attomeys nor their heirs, agents, executors, administrators, attorneys, legal representatives or assigns shall disclose or disseminate, directly or indirectly, any information concerning any of the terms of this Agreement to any third persons including, but not limited to, representatives of media, including through social media, the Internet, newspapers, magazines etc. and or other present or former associates of Plaintiffs nor any other business entity except that Plaintiffs may disclose the terms of this Agreement to its attorneys, accountants, tax advisors, the Internal Revenue Service, the New York State Department of Taxation or as otherwise required by law. 7. If Plaintiffs are required to disclose this Agreement, its terms or underlying facts pursuant to court order and or subpoena, Plaintiffs shall notify the Town in writing via fax or overnight mail within 24 hours of receipt of said court order or subpoena and simultaneously provide the Town with a copy of such order/subpoena, Notice shall comply with the noticerequirements set forth elsewhere in this Agreement and Plaintiffs further agrees to waive any objection to the Town’s request that any document production or testimony be done in camera and under seal. 8. Plaintiff acknowledges that a violation of paragraphs 5 and 6 of this Agreement, would cause significant damage to the Town. Accordingly, Plaintiffs agree that the Town shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or potential violation of paragraphs 5 or 6 in addition to any other available remedies. The parties agree that the terms of paragraphs 5 and 6 are a material inducement for the execution of this Settlement, Agreement. Any disclosure of the terms of this Agreement as described above will be regarded as a breach of this Agreement. In the event such breach is made by the Plaintifls, its attorneys or any entity/person related to Plaintiffs a cause of action shall immediately accrue for damages and injunctive relief against Plaintiffs. In the event such alleged breaches made by any third party other than the Plaintiff, their attorneys or business entity related to Plaintiffs, a eause of action for same shall immediately accrue for damages and injunctive relief as against said breaching third-party only. The parties agree that damages sustained by such breach would be impractical or extremely difficult to determine, Therefore, they agree that in the event that Plaintiff their attomey or an entity/person related to Plaintiffs violates the confidentiality provisions of this, Agreement they shall pay the Town liquidated damages in the sum of $55,000 for each violation/breach. The parties agree that such damages are not intended to be and shall not be construed as a penalty. 9. Should either Plaintiff or its attomeys breach any provisions or obligations under this Agreement, Plaintiffs explicitly agree to pay all damages, including, but not limited to, litigation and or defense costs, expenses and reasonable attomey’s fees, incurred by the town asresult of the said breach. Should the Town ever beach any provisions or obligations under this agreement, the Town explicitly agrees to pay all damages (including, but not limited to, litigation and/or defense costs, expenses and reasonable attorney’s fees) incurred as a result of the Town’s breach. Nothing in this paragraph shell or is intended to limit, restrict or otherwise diminish any other rights or remedies the Town or Plaintiff may have by virtue of this agreement or otherwise. 10. The parties further covenant that they will not in any manner initiate cause directly or indirectly the transfer of the General Release and/or this Agreement copies of them or initiate communications orally, in writing or any other matter regarding any of the facts contained in the General Release and this Confidentiality Agreement to any person other than their attorneys, financial advisors and accountants/CPAs, and will otherwise only disclose information conceming the settlement, General Release and this Confidentiality Agreement to the extent required by a court of law or consistent with the rules and regulations of the Intemal Revenue Service. 11, To the extent information is provided in accordance with this provision, the parties agree in covenant that any such informed person will also be informed of the confidentiality of the settlement, General Release and this Agreement and the penalties associated with the breach thereof. 12. The parties agree to advise the court of the confidentiality requirement of this Agreement and request that any disclosure be made under seal and to request that the court extend the terms this confidentiatity provision to all parties and agents thereof who may receive the disclosed terms of the settlement, 13. Within 30 days following the execution of this Agreement and final approval by the Town Board, the Town shall pay the plaintiffs the sum of $55,000 payable to ZaepfelDevelopment Company, Inc. and 1760 Wehrle Drive LLC, said settlement check shall be delivered via first class US mail to plaintiff's attorneys at 9276 Main Street, Suite 3B, Clarence, New York. Releasors shall be solely for any and all taxes which may be due on this payment and will agree to hold Releasee harmless and indemnify it from any tax liability thereon including penalties, interest, cost and attorney’s fees incurred as a result of a failure to pay such taxes. 14, The law firm Barclay Damon LLC hereby covenants and agrees to the following: (@ Barclay Damon LLC shall not: disclose to any third party information that is subject to attorney client privilege between Barclay Damon and the plaintiff that Barclay Damon learned during the course of this litigation, including, but not limited to, information about the Defendant or the particular factual circumstances of the dispute between the parties; disclose the terms and the amount of the settlement, including whether the settlement was favorable; use information subject to attomey Glient privilege between Barclay Damon and the plaintiff that Barclay Damon learned during the course of this litigation to advertise to perspective clients that may make similar allegations against the Defendant. (i) Barclay Damon LLC further convents and agrees to return to Defendant and to not retain copies of: all documents produced during discovery; all deposition transcripts; and all correspondence between the patties. (ii) Barclay Damon LLC further convents and agrees to tum over to the Defendant or place under seal materials produced during the course of this litigation that are protected by the attomey client-work product doctrine.Releasee, Releasors, and Barclay Damon LLC agree to the provisions in this section, including subsections (i), (ii) and (Gii). Releasee, Releasors, and Barclay Damon LLC further agree that this agrecment is not intended and shall not be construed to violate Rule 5.6(a)(2) of the Rules of Professional Conduct; therefore, Releasee, Releasors, and Barclay Damon LLC agree that all agreements and covenants contained in this section shall be limited and construed not to violate Rule 5.6(a)(2) of the Rules of Professional Conduct. 15, The Agreement will in no way constitute any admission by the defendant, its officers, clected officials, supervisors or employecs, past and present that they have been or in any way liable to the Releasors or that they have engaged in any lawful conduct in any nature whatsoever under any state or federal statutes or administrative regulation or town ordinance or ‘have breached any contract or rights as provided under common law, 16. The parties further agree that no publicity shall be given by them to the media or to third parties concerning the terms, conditions, or existence of the Settlement Agreement except as required by law. ‘The parties agree to respond to inquities about this matter in words ‘only to the affect that the matter has been resolved. Releasor acknowledges that the Release may be required to disclose the terms of the settlement under the New York State Freedom of Information Act. 17. If any provisions of this Agreement including any provisions of the Release shall ‘be deemed illegal, invalid or unenforceable, such provisions shall be considered separate, distinct and severable from the other remaining provisions and shall not affect the legality or enforceability of this Agreement or of the other remaining provisions of this Agreementincluding any provisions of the Release and in all of the respects this Agreement shall remain in full force and effect, 18, Releasors acknowledge that Barclay Damon and its attomeys have represented them and have reviewed the Agreement and discussed it with them to the extent considered appropriate, Releasors represent that the Agreement has been carefully read and is fully understood and that there has been no threat, coercion nor intimidation in signing this Agreement and executes this Agreement freely and voluntarily and fully accepts the terms of this, Agreement. No party has made or is relying on promises by any other party not contained in this Agreement. DATED: — March? _, 2017 BUFFALO, NY STATE OF NEWYORK COUNTY OF EZ 6 On fo. Z 4G 2017, before me came James Zaepfel on behalf of Zaepfel Developmeif Company, Inc., 10 me known, and known to me to be the individual(s) described in, and ‘who executed the foregoing SETTLEMENT RELEASE and CONFIDENTIALITY AGREEMENT, and duly acknowledge to me that she executed same. => CHRISTOPHER ses A. CARDILLO. Gactpad Sis of Now York s Zaepfel — MYCOMMn Epron el ce. By: g Wehrle Brive, ULC STATE OF NEW YORK COUNTY OF ay On excl 2F,_, 2017, before me came James Zeepfel on behalf of 1760 Welle Drive, LLC, 1 me known, and known to me to be the individual(s) described in, and who executed theforegoing SETTLEMENT RELEASE end CONFIDENTIALITY AGREEMENT, and duly acknowledge to me that she executed same. Nae eect ‘Notary Public = Barry Weinstein YConmeafs\h fr oy Bary athe Town of Amherst 355, STATE OF NEW YORK COUNTY OF On Mag Mth » 2017, before me came Barry Weinstein on behalf of Town of Amberst, to me kifown, and known to me to be the individual(s) described in, and who executed the foregoing SETTLEMENT RELEASE and CONFIDENTIALITY AGREEMENT, and duly acknowledge tome that fe executed sae. E MARIA BURROUGHS wlohe State of New York tag Pht Walified in Erie Count iy con pts Al A ZOLP