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Home My WebLink AboutDEFEATED/Settlement Agreement GTE Mobilnet DBA Verizon • • 0 bus• SETTLEMENT AGREEMENT AND RELEASE • The parties identified below have determined that it is in their mutual interests to / resolve this dispute and events that gave rise to it; therefore, in consideration of the mutual promises and understandings and the release herein, the parties voluntarily agree as follows: / 1. This Settlement and Release Agreement is entered into by City of Carmel ("Lessor") and GTE MobilnetoIndiana Limited Partnership d/b/a Verizon Wireless, by GTE Wireless of the Midwest Incorporated, its general partner ("Lessee") in full settlement and satisfaction of any and all of Lessor's claims for rent arrearage owed by Lessee pursuant to that certain Lease Agreement ("Lease") executed August 27, 1997, for the ground/and/ tower space located adjacent to land commonly referred to as 473 Third Avenue SW, Carmel, Indiana. 2. The parties agree Lessee shall pay the lump sum total amount of Sixty- Five Thousand Two Hundred Twenty Dollars ($65,220.00) to Lessor in full settlement of all rent and interest owed for the term up to and including August 31, 2012. Additionall y the parties hereto acknowledge a new five (5) year term commenced l September , 2012, during which monthly rent payable by Lessee to Lessor is One Thousand One Hundred Fifty Dollars ($1,150.00). Lessee shall also make a lump sum paytfient to bring current all rent due and owing for the new term. Payment of the above referred sums will be made upon full execution of this Agreement and Lessor's execution and return to Lessee of a W-9, attached and incorporated as Exhibit A and agreed Rent Commencement Letter, attached and incorporated as Exhibit B, and future rent will be made as scheduled in the Lease with any arrearage since September 1, 2012, being caught up and paid with the first monthly rent payment. 3. The parties agree that they will not institute any legal or equitable action in any state, federal, local court or tribunal, or any other forum, against the other with respect to the matters herein resolved and settled. The parties hereto acknowledge and agree that upon satisfaction of the payments required herein, the Lease shall remain in full force and effect and there shall be no claim for breach against Lessee based upon non-payment of rent owing up to and including the date of payment by Lessee. 4. The parties to this Agreement stipulate and agree that all clauses and provisions of this Agreement are distinct and severable, and the parties understand that in the event this Agreement is ever held to be invalid or unenforceable as to any part, provision, clause, claim, or particular circumstance, it shall remain valid as to all other parts, provisions, clauses, claim, and particular circumstances. 5. This Agreement sets forth the entire agreement of the parties and fully supersedes any and all prior agreements or understandings, written or oral, between the parties pertaining to the subject matter hereof. 6. This Agreement may be altered, amended, or modified only by a writing signed by all parties to this Agreement. This provision shall be strictly construed. 7. Each party represents and warrants that the person and/or party in interest executing this Agreement have authority to do so. 8. The parties acknowledge and agree that this Agreement is the result of negotiations between them, and no party shall be deemed the drafter of this Agreement. The language of all parts of this Agreement shall in all cases be constructed as a whole, according to its fair meaning, and not strictly for or against any party. The conjunctions and other parts of speech used in the release shall be read to provide the broadest possible release that the language and the law will bear. 9. In the event either party fails to satisfy its duties under this Agreement, the opposing party shall be entitled to all costs related to enforcement of this Agreement, including but not limited to reasonable attorney fees and court costs. This Agreement shall be construed in accordance with the laws of the State of Indiana. City of Carmel, Indiana GTE Mobilnet of Indiana Limited Partnership, by GTE Wireless of by and through its Board of Public the Midwest Incorporated, Its Works and Safety General Partner, d/b/a Verizon Wireless - (0 • • - James B ainard, Presiding Officer Lynn Ramsey, Area Vice President Dated: 7?- 19 - ))--- Network Dated: P /tom Mary A i� urk�r Dated: /) -19 - 12-- a`/ .11 Lori . W.tso . Member Dated: /„Z-/9, - /� ATTEST: Diana Cordray, IAMC, Clerk-Treasurer Dated: Exhibit"A" W-9 Form W°9 Request for Taxpayer Give Form to the (Rev.December 2011) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service Name(as shown on your income tax return) City of Carmel ni Business name/disregarded entity name,if different from above m rn °' Check appropriate box for federal tax classification: ❑ IndividuaVsole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑Trust/estate gm{L �+ Limited liability company.Enter the tax classification(C.0 corporation, S corporation,P=padnership)• ❑Exempt payee o m CC � ❑ Other(see instructions)► C Address(number,street,and apt.or suite no.) Requester's name and address(optional) a One Civic Square w City,state,and ZIP code N Carmel,Indiana 46032 Cat account number(s)here(optonap Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line Social security number to avoid backup withholding.For Individuals,this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - - entitles,it is your employer Identification number(EIN).If you do not have a number,see How to get a ■ TIN on page 3. Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number number to enter. Part II Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be Issued to me),and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. I am a U.S.citizen or other U.S.person(defined below). Certification Instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,Item 2 does not apply.For mortgage Interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an Individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification.but you must provide your correct TIN.See the instructions on page 4. Sign Signature of Here us.person► Date General Instructions Note.If a requester gives you a form other than Form W-9 to request your TIN,you must use the requester's form If it is substantially similar Section references are to the internal Revenue Code unless otherwise to this Form W-9. noted. Definition of a U.S.person.For federal tax purposes,you are Purpose of Form considered a U.S.person If you are: A person who is required to file an Information return with the IRS must •An Indvidual who Is a U.S.citizen or U.S.resident alien, obtain your correct taxpayer identification number(TIN)to report,for •A partnership,corporation,company,or association created or example,Income paid to you,real estate transactions,mortgage interest organized In the United States or under the laws of the United States, you paid,acquisition or abandonment of secured property,cancellation •An estate(other than a foreign estate),or of debt,or contributions you made to an IRA. •A domestic trust(as defined in Regulations section 301.7701-7). Use Form W-9 only if you are a U.S.person(including a resident alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or requester)and,when applicable,to: business in the United States are generally required to pay a withholding tax on any foreign partners'share of income from such business. 1.Certify that the TIN you are giving is correct(or you are waiting for a Further,In certain cases where a Form W-9 has not been received,a number to be Issued), partnership Is required to presume that a partner Is a foreign person, 2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a 3.Claim exemption from backup withholding If you are a U.S.exempt partner In a partnership conducting a trade or business In the United payee.If applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S. allocable share of any partnership Income from a U.S.trade or business status and avoid withholding on your share of partnership income. Is not subject to the withholding tax on foreign partners'share of effectively connected income. Cat.No.10231X Form W-9(Rev.12-2011) Exhibit"B" Rent Commencement Letter vent • n wireless Verizon Wireless 250 E. 96th Street, Ste 175 Indianapolis, IN 46240 May 7,2012 Doug Haney City of Cannel One Civic Square Cannel, IN 46032 RE: Lease Agreement between GTE Mobilnet of Indiana Limited Partnership (now known as GTE Mobilnet of Indiana Limited Partnership d/b/a Verizon Wireless) and City Of Carmel (the "Agreement")at the Verizon Wireless Site known as Carmel City(the"Site") Dear Mr. Haney: The purpose of this letter is to notify you that pursuant to Paragrapls 2.6,2.9 and 3.3 of the Agreement,rent payment shall commence as of September 1,2007("Commencement Date"). Please execute where indicated below and return this letter to the following adiress: Ms. Amy Harper Real Estate Manager c/o Ms. Diane Brash Verizon Wireless 250 East 96111 Street, Suite 175 Indianapolis, IN 46240 By executing this letter, you acknowledge and agree to the Commencement Date as set forth herein and further acknowledge, pursuant to the Agreement, initial payments due under the Agreement for rent dating back to the Commencement Date shall not be sent by Verizon Wireless until thirty(30)days after Verizon Wireless' receipt of this fully executed acknowledgment letter. Very truly yours, /s/Amy Harper Is/ Amy Harper, on behalf of GTE Mobilnet Of Indiana Limited Partnership d/b/a Verizon Wireless Landlord Acknowledgment: City Of Carmel Printed: Title: Date: