HomeMy WebLinkAboutCovenant Not to Sue/Motivations Fitness CentersAPPROVED,AS TO
FORM BY:
SETTLEMENT-.AGREEMENT RELEASE AND COVER NT NOT TO SITE
THTS AAGRBEMEISTT is•made,and entered into'by'arid between'lylotivations Fitness Centcrs, Inc.
,d/b/a World Gym Indianapolis North ("World Gym"), an,lndiana corporation with an office located at 820.
East 122nd Street, Camtel, Indiana (the "FaoiliYy"); and`the City of Cannel, Jndiana:( `City"); an.lndiaria
municipal corporation, by and through its Board<of--Public Works and Safety (collectively, the "Parties").
Recitals
A- In late 1998, the City assigned the Facility the street address of 820' East 122' Street,
Cannel„Indiana.
B. In March. 1999, the City notified World Gym that public safety-reasons necessitated
changing the street. address-'of tkre Facility to 820 West 12T`Streec(the?"Address Change".).
C. Certain disputes (collectively,;,the "Dispute").have arisen between World, Gym, and the City
withregard to-the•Address Change:
D. Subject to and contingent upon,the,terms and conditions set forth hereinbelow„ the Parties;
now wish to, settle all. differences between tlieih and to, elease all rights and claims arising out of or
connected with, the.Address Change and/or they Dispute, as well as, all clai_iiis;,;counter-claims, and.causes of
action that have,or could be raised by any Party :arising out of or, in any way connected With the Dispute,
the Address Change or otherwise.
A2e6ement
NOW, TI-11GRERORE; in consideration of-the premises;, agreements; and considerations contained
herein and upon the. terms and conditions 'heceiriafter set forth, -and for other good and- valuable
consideration, the receipt arid,sufficie cyofwhich is,hereby.acknowledged, the Parties, and each of them,
agree as follows:
1. Payment. City agrees to' pay to, World'Gym the,totai sum of One Thousand Three
Hundred Fifty Dolla s ($1,350.00), payable on or- before May 20, 1999;
2.. Effective Date of Address Change, City agrees to forbear from making the
Address Change earlier than the effective date.of tliis_Agreement.
3. Release of Citv of Carmel Indiana. World Gym does hereby:forever.release,and
discharge the City, its employees, agents,. idsurers,, directors, off cers, officials, attorneys, successors and
assigns, of and from any=and all liability, claims; demands, controversies, damages, costs and expenses,
actions and causes of action whatsoever, oll account of or related to any'1'oss or `damage of any kind or
nature sustained by or resulting to World Gym from the Address: Change, or the,Dispute or from any
action or iriaction of the City with regard to the Address Changed or the Dispute or'from ariy documents or
agreemerds,related thereto or connected therewith.
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4. Release of World Gym. 'The City does hereby forever release and discharge
World Gym, its employees, agents, insurers; directors, .officers, officials; attorneys, successors and
assigns, of and from any and all liakity,,claims.,, demands, controversies, damages, costs and expenses,
actions and causes of-action whatsoever,.on account. of ornrelated to any loss' &'damage of any kind or
nature sustained by or,resulling-to, the City from the.Address-Change orthe'Dispute or'from any-action or
inaction of World Gym with regard to the Address Change of the Dispute or from any documents or
agreements related, thereto or connected therewith,,
5. Covenant `Not to Sue. World Gym does hereby agree ,and covenant to forever
refrain from initiating, pressing, collecting; or in' any way aiding or proceeding upon any md,,,all actions
and causes of action against the City for any damages, costs; expenses, lost opportunities,;compensatiou
or any other compensatory, punitive ,equitable or other relief whatsoever and however arising,: whether
known or unktiovi u, foreseen or unforeseen, developed. orundeveloped, patent or latent; which World
Gym had, now has or-may have after'lle, execution of this Agreement; "against.tha Parties, or any of ihem„
arising out of, based upon onassociated•with the Dispute,.the Address iChange:or otherwise.
6. No Admission. The Parties„ and each of them, understand and agree that this
Agreement is'inteaded to terminate and settle all-further controversy concerning;or relating to the+Address
Change and/or the.Dispute; that" this'Agreement•is made in.the interest a4spirit of compromise, and that
tliis Agpzeement is;not and,shall notbe,construed as an adznission,of-liabilityenf the:part of any party to any
other party, person, corporation, court, tribunal,,. fact-finder or otherihdividual'or entity-whatsoever.
7. Authorization, Each individual executing this_AgreemenL on behalf of any party
hereto does hereby warrant that he,nr she, is authorized to act on-behalf of suF h-party in executing this:
Agreement, and that thesame is firlly'binding on the.pai-tyhereto which he or she represents:
8. Bindinit:Effect. This .Agreementshall.be-binding upon and. inure to the benefit of
the Parties and their respective officers, officials, directors, stockholders; employees,-successors, assigns,
related corporations, representatives, insurers,,mortgagees, heirs; attorneys, executors, administrators and
agents, although the same:are-not.specifically named'he'reih.
9. Entire. Aereerrient. This Agreement contamsrtlie entire agreement between the
Parties, and each of tl%em, with respect to 4he..transactions wr templated herein, and -supersedes all,,prior
agreements and understandings whatsoever beh-vocri the Parties, and each of them. This_Agreement shall'
be modified only ,by a writing duly signed by all the Parties hereto., No promises,. representations,
understandings or other warranties have been made by any, party hereto respecting the srihject matter
hereof, other than those; expressly set forth herein. This Agreement constitutes-the understanding.'of all
the Parties and no party shall be deemed, to'be the'drafter of this'Agreemeht. The language.of all parts of
this Agreerent=shall be construed as a.whole, according to.its,fair -meaning,.°andenot strictly. foi or.,against
any par'ty' hereto:
10. Failure to Comply. Should any;party hereto breach or otherwise fail to comply
with the terms and provisions of this, Agreement, the prevailing party iti-Vich dispute shall be entitled to
recover, in addition i any and all other 'appropriate?relief, all costs arising therefrom, including, but 'hot
limitedto., attorney fees.
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1.1. Advice.of "Counsel. The provisions of this A'gre`ement and their legal effect have
been fully explained to the Parties, and to each of them, by their respective counsel, and each of the
parties agree that this. Agreement is ;being entered into voluntarily and not as a result-of any duress or
undue influence and only after the Parties, and each of them, have carefully .and completely read and
understood each and.every term and.condrtioti of this Agreement.
1$. Governing Law. This Agreeinerit,was negotiated,and'is intended to be performed
pursuant to the;laws of'tl e 5tafe,of Indiana,, and shall'
be construed,and enforced_in accordance therewith,
except for the State of Indiana 3s conflicts of law principles.
13. Counterparts. This AgreemenUmay be exeeuted'in one`or-more counterparts; each
of which,shall constitute an original. All such counterparts taken-together shall be determined to be one
and the same irfstrument It shall not beenecessary:in making,proof of this Agreement,, or any coun11
terpart
hereof, to produce or. account for.: ariyofthe,othercounterparts.
IN WFPNESS WHEREOF,; the Parties have signed this Agreement on the date-.below his or her
respective signature or the'signature, of its representative: The effective dafe of'this Agreement shall be
the date of the latest signature.
MOTIVATIONS FTTNESS CENTERS, TNC.
D/B/A WORLD CYM IANAPOLIS N
By:
Authoriz " 'gnature
r
Printed Name an-d Title,
Date: y dT?
CITY OF.-CARIVEL;1NDIANA
By and•thZA h its Boardx&Public'Works and
BY: //'
ATTEST:
Dianna Cordra} lerk 'usurer
Date:
r '-