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Home My WebLink AboutMO # 1776194 MUNICIPAL ORDER NO. 1776 A MUNICIPAL ORDER AUTHORIZING THE RELEASE OF ANY AND ALL CLAIMS WITH INFINITI PLASTIC AND INFINITI MEDIA, INCORPORATED WHEREAS, City of Paducah and McCracken County are located within Industrial Park West of the City of Paducah, McCracken known as 5400 Commerce Drive, Paducah, Kentucky (the "Leased Paducah -McCracken County Industrial Development Authority ("IDA"); WHEREAS, IDA subleased the Leased Premises to Infiniti OF A MUTUAL INC., owners of certain real estate , Kentucky, and generally which they leased to the Technologies, Inc., ("Infiniti") in accordance with a Capital Sublease Agreement dated March 24, 2004, as may have been amended (the "Sublease"); and Media"); and WHEREAS, the Sublease was guaranteed by Infiniti Media,l Incorporated ("Infiniti WHEREAS, IDA, Infiniti, and Infiniti Media have reached 4 settlement agreement as to the full and complete termination of the Sublease, the full and complete Leased Premises by Infiniti to IDA, and a forever settlement and WHEREAS, the City of Paducah, McCracken County, desire to release one another from any and all claims concerning the occupancy of the Leased Premises; and WHEREAS, it is beneficial for the City of Paducah to all claims with Infiniti and Infiniti Media with regard to such matters. WHEREAS, the Mayor Pro Tem of the City of Paducah, 2014, a mutual release with Infiniti and Infiniti Media based on terms the corporate counsel for the City to the in the best interest of the City of NOW, THEREFORE, IT IS HEREBY ORDERED as Section 1. The execution by the Mayor Pro Tem of the City of possession to the of their differences; and and Infiniti Media also and Infmiti's use and a mutual release of any and , did execute on May provisions determined by Kentucky of a mutual release of any and all claims concerning the Sublease and Infmiti's u e and occupancy of the Leased Premises in behalf of the City of Paducah with Infiniti and Infiniti Media is hereby ratified, confirmed and approved. Said mutual release is attached hereto as Exhibit Section 2. This Order shall be in full force and effect on and after the date as approved by the Board of Commissioners of the City of Paducah, Kentucky. ATTEST: Tammara S. Sanderson, City Clerk Adopted by the Board of Commissioners, May 13, 2014 Recorded by Tammara S. Sanderson, City Clerk, May 13, 2014 \mo\infiniti-mutual release 5-2014 1 -i I: TZ !III 195 172935 MUTUAL RELEASE OF ANY AND ALL CLAIMS This MUTUAL RELEASE OF ANY AND ALL CLAIMS (hereinafter this "Agreement") is made and entered into this _day of Ma V, 2014, by and between INFINITI PLASTIC TECHNOLOGIES, INC., a Kentucky corporation ("Infinit "), INFINITI MEDIA, INCORPORATED, a California corporation ("Infiniti Media"), the CITY OF PAD CAH, KENTUCKY ("City"), and the COUNTY OF MCCRACKEN, KENTUCKY ("County"). WITNESSETH: WHEREAS, City and County are the owners of certain real estate located within Industrial Park West of the City of Paducah, McCracken County, Kentucky, and generally known as 5400 Commerce Drive, Paducah, Kentucky (the "Leased Premises"), which they leased to the Paducah -McCracken County Industrial Development Authority ("IDA"); and . WHEREAS, IDA sub eased the Leased Premises to Infiniti in accordance with a Capital Sublease Agreement dated March 24, 2 04, as may have been amended (the "Sublease"); and WHEREAS, the Subbase was guaranteed by Infiniti Media; and WHEREAS, the partis hereto desire to release one another from any and all claims concerning the Sublease and Infiniti's use and occupancy of the Leased Premises. NOW, THEREFORE, in consideration of the foregoing premises, and further valuable consideration, the adequacy d sufficiency of which is hereby acknowledged by all parties hereto, it is agreed as follows: 1. Infiniti and In miti Media do hereby irrevocably and unconditionally release, waive, acquit and forever discharge City and County and any and all related or affiliated corporations and other legal entities (and any of their officers, directors, shareholders, members, management, representatives, agents, or employees), from any and a 1 demands, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, actions, causes of action, suits, rights, costs, losses, debts and expenses, (including attorney's fees and costs actually incurred), of any nature whatsoever, contingent or otherwise, known or unknown, concerning, arising out of or related to the Sublease and Infiniti's use and occupancy of the Leased Premises, and ary and all damages and losses incurred thereby, being that all possible claims relating thereto, whether known or unknown, are forever settled and released. This release shall survive the termination of the Sublease. 2. City and Co u ty do hereby irrevocably and unconditionally release, waive, acquit and forever discharge Infiniti andfiniti Media and any and all related parent subsidiary, or affiliated corporations and other legal entities (and any of their officers, directors, shareholders, members, agents, or employees), from any and all demands, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, actions, causes of action, suits, rights, costs, losses, debts and expenses, (including attorney's fees andcosts actually incurred), of any nature whatsoever, contingent or otherwise, known or unknown, concerning, arising out of or related to the Sublease and Infiniti's use and occupancy of the Leased Premises, and any and all damages and losses incurred thereby, being that all possible claims relating thereto, whether known or unknown, are forever settled and released. This release shall survive the termination of the Sublease. Further, in consideration of tht above, the parties also EXPRESSLY DECLARE AND AGREE: A. That all claims concerning, arising out of or related to the Sublease and Infiniti's use and occupancy of the Leased Premises are disputed and this full and final settlement shall never be treated as evidence of liability, or as an admission of liability or responsibility at any time or in any manner whatsoever. B. That this release covers and includes all claims several or otherwise, past, present or future, which were asserted or which in any manner could have been asserted or may ever be asserted against the released parties, bany person or persons, as heirs or otherwise, that relate in any way to the Sublease and Infiniti's use an occupancy of the Leased Premises. 2 196 C. That this full and final release shall cover and inch not now known to any of the parties hereto but which may later develop or 1 effects or consequences thereof and including all causes of action therefore. all and any future damages discovered, including the 3. Attorney Fees and Expenses. Should any litigation be co menced between the parties concerning this Agreement, the party or parties prevailing in any such litigation shall be entitled, in addition to such other relief as may be appropriate, to a reasonable sum as and for its attorney's fees and expenses in such litigation. 4. Entire Agreement. This Agreement represents the full and complete agreement between the parties concerning the subject matter hereof. The parties acknowledge that no additional promises or y an kind have been made b person to induce them to enter this representations of any y Agreement and that p all settlement negotiations are merged herein. Neither this Agreement nor any term or provision hereof may be changed, waived, modified, discharged or terminated except by an 'instrument in writing duly signed by the party against which the enforcement of this change, waiver, modification, discharge, or termination is sought. 5. Drafting of Agreement. The parties hereto acknowl dge that each of their counsel participated in the review and drafting of this Agreement and that the terms herein were negotiated by the parties. In construing this Agreement and in determining the rights of the parties hereto, no party shall be deemed to have solely drafted or created this Agreement. 6. Representation of Authority. The persons signing this Agreement represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom he/she is signing, and to bind said party to the terms, conditions, provisions, duties, and obliga ions set forth in this Agreement. 7. Miscellaneous Provision. This Agreement shall be constru d under the laws of the Commonwealth of Kentucky. Any suit relating to this agreement shall be filed in the United States District Court for the Western District of Kentucky, Paducah Division if jurisdiction exists. If no federal jurisdiction exists, such suit shall be filed in the McCracken Circuit Court. 9. Execution of Agreement. This Agreement may be signed in two or more original counterparts, each of which shall be considered an original of this Agreement. It is specifically acknowledged by the parties that the Agreement may be signed and transmitted by electronic means, including by way of PDF file or other means and shall be deemed an original. 10. Effective Date. This Agreement shall not become effectiv and binding until (i) this Agreement is fully executed and delivered by Infiniti, Infiniti Media, City d County. IN WITNESS WHEREOF, the parties execute this Agreement effective as of the day written above. INFINITI MEDIA: INFINITI: INFINITI MEDIA, INCORPORATED INFINITI PLASTIC TECHNOLOGIES, INC. By By Title Title Date Date CITY: COUNTY: CITY OF PADUCAH, KENTUCKY COUNTY OF M�CRACKEN, By By Title Title KENTUCKY Date Date 3