Multiguard Corporation APPROVED, AS T
SETTLEMENT AGREEMENT, RELEASE AND COV T T
THIS AGREEMENT is made and entered into by and between Multiguard Corporation
("Multiguard"), an Indiana corporation with an office located at 1002 East 106th Street, Indianapolis,
Indiana 46280; the Carmel Civic Square Building Corporation (the "Building Corporation"), an Indiana
corporation established by the City of Carreel, Indiana for the purpose of financing, constructing and
equipping the fire headquarters, police station, City Hall and other facilities; and, the City of Cannel,
Indiana ("City"), an Indiana municipal corporation, by and through its Board of Public Works and Safety
(collectively, the "Parties").
Recitals
A. On or about December 27, 1990, Multiguard and City allegedly entered into a certain
contract CCCTV Contract") for the provision and installation of a closed circuit television system
between City Hall, Fire Department Headquarters and Police Department Headquarters, which CCTV
Contract was allegeally accepted by the Building Corporation on or about January 21, 1991.
B. Certain disputes (collectively, the "Dispute") have arisen between Multiguard, City and
Building Corporation with regard to the CCTV Contract and City's and/or Building Corporation's
obligations thereunder, if any.
C. Subject to and contingent upon the terms and conditions set forth hereinbelow, the Parties
now wish to settle all differences between them and to release all rights and claims arising out of or
connected with the CCTV Contract and/or the Dispute, as well as all claims, 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 CCTV Contract or otherwise.
Agreement
NOW, THEREFORE, in consideration of the premises, agreements and considerations contained
herein and upon the terms and conditions hereina~er set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, and each of them,
agree as follows:
1. Payment. The Building Corporation agrees to pay to Multiguard the total sum of
One Thousand Five Hundred Dollars ($1,500.00), payable within forty-five (45) business days following
the date on which the last party to this Agreement executes same.
2. Release of City of Carmel, Indiana. Multiguard does hereby forever release and
discharge the City, its employees, agents, insurers, directors, officers, 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, on account of or related to any loss or damage of any kind or
nature sustained by or resulting to Multiguard from the CCTV Contract or the Dispute or from any action
or inaction of the City with regard to the CCTV Contract or the Dispute or from any documents or
agreements related thereto or connected therewith.
3. Release of Multiguard Corporation. The City and the Building Corporation do
hereby forever release and discharge Multiguard, its employees, agents, insurers, directors, officers,
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, on account of or
related to any loss or damage of any kind or nature sustained by or resulting to the City or to the Building
Corporation from the CCTV Contract or the Dispute or from any action or inaction of Multiguard with
regard to the CCTV Contract or the Dispute or from any documents or agreements related thereto or
connected therewith.
4. Release of Carmel Civic Square Building Corporation. Except for the Building
Corporation's obligations to make the payment referenced in Paragraph 1 above, Multiguard does hereby
forever release and discharge the Building Corporation, its employees, agents, insurers, directors, officers,
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, on account of or
related to any loss or damage of any kind or nature whatsoever sustained by or resulting to Multiguard
from the CCTV Contract or the Dispute or from any action or inaction of the Building Corporation with
regard to the CCTV Contract or the Dispute or any documents or agreements related thereto or connected
therewith.
5. Covenant Not to Sue. Multiguard does hereby agree and covenant to forever
refrain from initiating, pressing, collecting or in any way aiding or proceeding upon any and all actions
and causes of action against the City and/or the Building Corporation for any damages, costs, expenses,
lost opportunities, compensation or any other compensatory, punitive, equitable or other relief whatsoever
and however arising, whether known or unknown, foreseen or unforeseen, developed or undeveloped,
patent or latent, which Multiguard had, now has or may have after the execution of this Agreement,
against the Parties, or any of them, arising out of, based upon or associated with the Dispute, the CCTV
Contract, or otherwise.
6. No Admission. The Parties, and each of them, understand and agree that this
Agreement is intended to terminate and settle all further controversy concerning or relating to the CCTV
Contract and/or the Dispute, that this Agreement is made in the interest and spirit of compromise, and that
this Agreement is not and shall not be construed as an admission of liability on the part of any Party to
any other Party, person, corporation, court, tribunal, fact-finder or other individual or entity whatsoever.
7. Authorization. Each individual executing this Agreement on behalf of any Party
hereto does hereby warrant that he or she is authorized to act on behalf of such Party in executing this
Agreement, and that the same is fully binding on the Party hereto which he or she represents.
8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective officers, officials, directors, stockholders, employees, successors, assigns,
related corporations, representatives, heirs, attorneys, executors, administrators and agents, although the
same are not specifically named herein.
9. Entire Agreement. This Agreement contains the entire Agreement between the
Parties, and each of them, with respect to the transactions contemplated herein and supersedes all prior
agreements and understandings whatsoever between 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 subject 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 drafler of this Agreement. The language of all parts of
this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against
any Party.
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 or Parties in such dispute shall be
entitled to recover, in addition to any and all other appropriate relief, all costs arising therefrom, including,
but not limited to, attorney fees.
11. Advice of Counsel. The provisions of this Agreement 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 condition of this Agreement.
12. Governing Law. This Agreement was negotiated and is intended to be performed
pursuant to the laws of the State of Indiana, and shall be construed and enforced in accordance therewith,
except for the State of lndiana's conflicts of law principles.
13. Counterparts. This Agreement may be executed 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 instrument. It shall not be necessary in making proof of this Agreement, or any counterpart
hereof, to produce or account for any of the other counterparts.
1N WITNESS WHEREOF, the Parties have signed this Agreement on the date below his or her
respective signature or the signature of its representative. The effective date of this Agreement shall be
the date of the latest signature.
BMy~LTIGUARD:~~,N
'27.
STATE OF iNDIANA )
) SS:
COUNTY OF ~hSt~O )
Before me, a Notary Public in and for said County and State, personally appeared ~ ~ V./L/at II'S
· by me known, and who acknowledged the execution of the foregoing "Settlement
Agreement, Release And Covenant Not To Sue" as his/her voluntary act and deed.
Witness my hand and Notarial Seal this ~Z3~hay of/V)0j~ , !flf_..a.~O C)
My Commission Expires:
Printed Name
My County of Residence: ~T~k n 6St')
CARMEL CIVIC SQUARE CITY OF CARMEL, INDIANA
Mary ~ Burke, Member
Billy ~klker, Member