HomeMy WebLinkAboutRes1996-078
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Sponsored by: Garzini
CITY OF SEWARD, ALASKA
RESOLUTION NO. 96-078
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, APPROVING A MUTUAL RELEASE AND
SETTLEMENT AGREEMENT WITH INLET FISHERIES, INC., AND
INLET FISH PRODUCERS, INC., AND APPROVING A LEASE
ASSIGNMENT BY INLET FISH PRODUCERS, INC., TO POLAR
EQUIPMENT, INC., DBA COOK INLET PROCESSING
WHEREAS, the City of Seward has constructed public port facilities and other public
improvements at the Seward Marine Industrial Center in an effort to expand the local economy and
to provide year-round employment and business opportunities for the residents of Seward; and
WHEREAS, the City of Seward and Inlet Fish Producers, Inc., entered into a lease dated
February 10, 1994, (RE-085), as authorized by City of Seward Resolution No. 94-001 (the "Lease");
and
WHEREAS, the Lease covered certain real property owned by the City of Seward known
as Parcels A and B in the Seward Marine Industrial Center, as more particularly described in the
Lease (the "Leased Premises"); and
WHEREAS, Inlet Fish Producers, Inc., subleased the Leased Premises to Inlet Fisheries,
Inc., with such last sublease expiring March 14, 1994; and
WHEREAS, Inlet Fisheries, Inc., continued to occupy the Leased Premises through
September 1995; and
WHEREAS, Inlet Fisheries, Inc., filed a petition for Chapter 11 reorganization in the United
States Bankruptcy Court for the District of Alaska on December 20, 1995, Case No. A95-0899-
DMD, Inlet Fisheries, Inc., dba Inlet Salmon; and
WHEREAS, Inlet Fish Producers, Inc., is current in its quarterly lease payments to the City
of Seward, but the City of Seward claims that Inlet Fish Producers, Inc., and Inlet Fisheries, Inc.,
owes the City of Seward certain sums for additional rent computed under the terms of the Lease; and
WHEREAS, the City of Seward claims that Inlet Fisheries, Inc., owes the City of Seward
certain sums for wharfage and other harbor services that remain unpaid; and
WHEREAS, Inlet Fisheries, Inc., has asserted that it is entitled to a refund of certain
wharfage charges it has paid the City of Seward; and
CITY OF SEWARD, ALASKA
RESOLUTION NO. 96-078
WHEREAS, in its bankruptcy petition for reorganization, Inlet Fisheries, Inc., listed a
sublease of the Leased Premises as one of several leases to which it was a party and listed a claim
against the City of Seward for refund of certain wharfage charges; and
WHEREAS, Inlet Fish Producers, Inc., desires to assign its interests in the Lease to Polar
Equipment, Inc., dba Cook Inlet Processing ("Cook Inlet Processing"); and
WHEREAS, Inlet Fisheries, Inc. 's, bankruptcy reorganization status requires bankruptcy
court approval of any transfer of assets or release of claims; and
WHEREAS, although the City disputes the claims for refunds by Inlet Fisheries, Inc., it is
in the public interest to settle these matters rather than chance the possibility of an unfavorable result
in the bankruptcy court or to await an uncertain recovery of its claims in the bankruptcy court while
at the same time leaving the Leased Premises in unproductive use; and
WHEREAS, the mutual release and settlement agreement will (i) result in each party
releasing and waiving their claims against each other and will not require the payment of any money
by the City, (ii) will result in the assignment of the Leased Premises to an active business, and (iii)
will result in putting the Leased Premises back to productive use generating further income to the
City through continued lease payments and harbor fees, and which use may also result in
employment and business opportunities for residents of the City of Seward;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, that:
Section 1. The City Manager is hereby authorized to settle all claims relating to the Lease
and Leased Premises by executing the mutual release and settlement agreement in substantial form
as attached hereto by and among the City of Seward, Inlet Fish Producers, Inc., and Inlet Fisheries,
Inc., with such agreement to become effective upon bankruptcy court approval.
Section 2. The City Manager is hereby authorized to consent to the assignment of lease by
Inlet Fish Producers, Inc., to Cook Inlet Processing, and to execute any associated documents
necessary to effect the transfer.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 10th
day of June, 1996.
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 96-078
THE CITY OF SEWARD, ALASKA
AYES:
NOES:
ABSENT:
ABSTAIN:
Anderson, Crane, Deeter, Keil, King, Sieminski
None
Bencardino
None
ATTEST:
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ASSIGNMENT OF LEASE
RE-94-685
THIS AGREEMENT, made and entered into between INLET FISH PRODUCERS, INC., PO Box
114, Kenai, Alaska 99611, hereinafter called "ASSIGNOR", and POLAR EQUlPMENT,INC., dba COOK
INLET PROCESSING, PO Box 8163, Nikiski, Alaska 99635, hereinafter called" ASSIGNEE";
WHEREAS, by lease dated February 10, 1994, made between THE CITY OF SEWARD, ALASKA,
"LESSOR", a home rule municipal corporation, organized and existing under the laws of the State of Alaska, and
ASSIGNOR, INLET FISH PRODUCERS, INC., and recorded by Lease Memorandum, in Book 71, at Page
419, Seward Recording District, Third Judicial District, State of Alaska, the premises described as two (2)
parcels, both situated within Alaska Tideland Survey 1222 in that tract of land known as the Seward Marine
Industrial Center, all within Section 18, TIS, RIE, SM, Seward Recording District, Third Judicial District, State
of Alaska; Parcel A of which, located on what is called the Inlet Dock, contains 11,700:1: square feet, and Parcel
B of which, located in the southeast comer of the intersection of what is called Sorrel Road and Morris A venue,
contains 13,400:1: square feet, were leased to ASSIGNOR for fourteen years, ten months from the 10th day of
February, 1994 through the 31st day of December 2008, subject to the covenants, conditions and stipulations
therein.
WITNESSETH, that for valuable consideration paid by the ASSIGNEE to the ASSIGNOR, receipt
whereof is hereby acknowledged, the ASSIGNOR assigns to the ASSIGNEE the premises described in said lease
for the unexpired term of said lease, subject to the payment of rents and performances of the covenants,
conditions and stipulations therein.
ASSIGNEE covenants during the continuance of said term to pay the rents reserved and to perform the
covenants, conditions, and stipulations in said lease to be performed by the ASSIGNOR and to keep indemnified
the ASSIGNOR against all actions, claims, and demands whatsoever in respect to the said rents, covenanls,
conditions, and stipulations, or anything relating thereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this _ day of
,1996.
ASSIGNOR:
ASSIGNEE:
INLET FISH PRODUCERS, INC.
POLAR EQUIPMENT, INC.,
dba COOK INLET PROCESSING
By:
Its:
By:
lis:
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
TIllS IS TO CERTIFY that on this _ day of , 199_, before me, the undersigned, a Notary Public in
and for the State of Alaska, pemOllally appeared , known to me and to me known to be the
individual named in and who executed the above and foregoing Assignment of Lease as of INLET FISH
PRODUCERS, INC., and _.acknowledged to me that_ signed the same in the name of and for and on behalf of said
corporation, freely and voluntarily and by authority of its board of directors for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year fimt hereinabove written.
Notary Public in and for Alaska
LEASE ASSIGNMENT
Inlet Fish Producers to Cook Inlet Processing
Pagel
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STATE OF ALASKA )
) 55.
TIllRD JUDICIAL DlSTRIcr )
TInS IS TO CERTIFY that on this _ day of , 199_, before me, the undersigned, a Notary Public in
and for the State of Alaska, personally appeared , known to me and to me known to be the
individual named in and who executed the above and foregoing Assignment of Lease as of POLAR
EQUIPMENT, INC., dba COOK INLET PROCESSING and _ acknowledged to me that _ signed the same in the name
of and for and on behalf of said cotporation, freely and voluntarily and by authority of its board of directors for the uses and
putposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
Notary Public in and for Alaska
My Commission Expires:
CONSENT OF LESSOR TO ASSIGNMENT
The CITY OF SEWARD, ALASKA hereby consents to the above assignment, provided that the
covenants, conditions and stipulations in the lease shall remain in full force.
DATED this ~daY of o(J.I/I'\L. 1996.
~ THE CITY OF SEWARD, ALASKA
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\\ '45l,:'::'VI,It:' 9'~ I~O CERTIFY that on this k day of 199 c., before me, the undersigned, a Notary Public in
"},,:.~r:::'.linaMJ:ui~.~tA~f Alaska, personally appeared Ronald A. arzini, known to me and to me known to be the city manager
.,!,../" Ol:iJ:~~~eward, Alaska, and authorized to execute documents on its behalf, and is the individual named in and who
4"llu",~ll1~ foregoing document on behalf of the City of Seward for the uses and pwposes therein set forth.
;/T'.
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OfFICIAL SEAL
STATE OF ALASKA
YVETTE G. W::LSH
NOTARY PUBLIC
ry Public in and for Alas" A
Commission Expires: ~ ~d-, '415
WITNESS my hand and notarial seal the day and year first hereina
Return to:
City of Seward
PO Box 167
Seward, AK 99664
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LEASE ASSIGNMENT
Inld fish Producers 10 Cook Inld Processing
Page 2
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
This Mutual Release and Settlement Agreement ("Agreement") is entered into by
and among the CITY OF SEWARD, an Alaska municipal corporation, INLET FISH
PRODUCERS, INC., an Alaska corporation, and INLET FISHERIES, INC., an Alaska
corporation, for purposes of a full and final settlement of all matters arising from that
certain lease agreement (RE-085) between the City of Seward and Inlet Fish Producers,
Inc. dated February 10, 1994 ("Lease").
RECITALS
WHEREAS, the City of Seward has constructed public port facilities and other
public improvements at the Seward Marine Industrial Center in an effort to expand the
local economy, and to provide year-round employment and business opportunities for
the residents of the City of Seward; and
WHEREAS, by a certain lease agreement dated November 9, 1988 approved by
the City of Seward City Council in Resolution 88-102, the City of Seward and Inlet
Fisheries, Inc. entered into a lease agreement (RE-074) for the lease of certain real
property located at the Seward Marine Industrial Center ("Original Lease"); and
WHEREAS, the City of Seward City Council in Resolution 90-038 approved a first
amendment to the Original Lease on April 23, 1990, whereby the Original Lease was
amended to, among other things, allow Inlet Fisheries, Inc., to assign its interest in the
Original Lease to Inlet Fish Producers, Inc.; and
WHEREAS, Inlet Fish Producers, Inc. then in turn sublet the real property under
the Original Lease to Inlet Fisheries, Inc. with such sublease renewed on an annual
basis thereafter; and
WHEREAS, Inlet Fish Producers, Inc., as assignee of Inlet Fisheries, Inc., under
the Original Lease, did not desire to develop parcels A and B of the Seward Marine
Industrial Center as described in the Original Lease, but did wish to continue operations
from the dock and adjacent uplands, and further wished to make certain changes to the
Original Lease which changes were accomplished by the City of Seward and Inlet Fish
Producers, Inc., agreeing to the terms of a new lease, which Lease became effective
February 10,1994, as authorized by City of Seward Resolution 94-001; and
WHEREAS, the Lease covered certain real property owned by the City of Seward
known as Parcels A and B in the Seward Marine Industrial Center, and as more
particularly described in the Lease (the "Leased Premises"); and
WHEREAS, Inlet Fish Producers, Inc. continued to sublease the Leased Premises
to Inlet Fisheries, Inc., with such last sublease expiring March 14, 1994; and
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WHEREAS, Inlet Fisheries, Inc. continued to occupy the Leased Premises through
September, 1995 without a written sublease agreement with Inlet Fish Producers, Inc.;
and
WHEREAS, under Article 7.2 of the Original Lease and Article 6.2 of the Lease,
additional rental payments were payable to the City of Seward in the event less than
80%, by weight, of the fishery resources brought over the dock by the lessee, its agents,
subsidiaries, employees, or affiliated entities, were not processed in the City of Seward;
and
WHEREAS, amounts computed for additional rent for the years 1992, 1993, 1994,
and 1995 under the Original Lease and Lease were not paid by either Inlet Fish
Producers, Inc. or Inlet Fisheries, Inc.; and
WHEREAS, the City of Seward claims that Inlet Fisheries, Inc. owes the City of
Seward certain additional sums for wharfage and other harbor services that remain
unpaid; and
WHEREAS, Inlet Fisheries, Inc. has asserted that it is entitled to a refund of
certain wharfage charges it has paid the City of Seward; and
WHEREAS, Inlet Fisheries, Inc. filed a petition for Chapter 11 reorganization in
the United States Bankruptcy Court for the District of Alaska on December 20, 1995,
Case No. A95-0899-DMD, Inlet Fisheries, Inc., d/b/a! Inlet Salmon; and
WHEREAS, in its petition for reorganization Inlet Fisheries, Inc. listed a sublease
of the Leased Premises as one of several leases to which it was a party; and
WHEREAS, the claims asserted by the parties which relate to Inlet Fisheries, Inc.
may be affected by the pending petition for reorganization and therefore this Agreement
is to be approved by the Bankruptcy Court prior to becoming effective; and
WHEREAS, Inlet Fish Producers, Inc. desires to assign its interest in the Lease
to Polar Equipment, Inc., d/b/a Cook Inlet Processing ("Cook Inlet Processing"); and
WHEREAS, the City of Seward must seek approval by the City of Seward City
Council of this Agreement and the assignment of the Lease described herein; and
WHEREAS, Inlet Fisheries, Inc. must seek approval of this Agreement from the
Bankruptcy Court; and
WHEREAS, this Agreement is to become effective upon approval by the City of
Seward City Council and the Bankruptcy Court and the approval of the assignment of
the Lease to Cook Inlet Processing by the City of Seward City Council.
Al101A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 2
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. City of Seward filed Proof of Claim No. 239 on April 22, 1996, relating to
Inlet Fisheries, Inc. d/b/a/Inlet Salmon in Case No. A95-00899-DMD in the amount of
$131,040.87, reflecting certain charges the City of Seward claims it is owed by Inlet
Fisheries, Inc. for harbor related expenses, including moorage, wharfage, boat lifts,
waste oil/labor, etc. The City of Seward hereby agrees to release and disctiarge this
proof of claim and all amounts described in this proof of claim, whether owed by Inlet
Fisheries, Inc. or Inlet Fish Producers, Inc.
2. City of Seward filed Proof of Claim No. 234 on April 22, 1996, relating to
Inlet Fisheries, Inc. d/b/a/Inlet Salmon in Case No. A95-00899-DMD in the amount of
$23,537.00 (less 1995 rent) for unpaid additional rent owed under the Original Lease and
the Lease, which amount the City of Seward claims is jointly owed by Inlet Fisheries, Inc.
and Inlet Fish Producers, Inc., based on their respective status as lessee and sublessee
of the Leased Premises during the period covered by the Original Lease and the Lease.
The City hereby agrees to release and discharge this proof of claim for additional rent,
including the amount that would have been owed for 1995, and all amounts described
in this proof of claim, whether owed by Inlet Fisheries, Inc. or Inlet Fish Producers, Inc.
3. City of Seward filed Proof of Claim No. 238 on April 22, 1996, relating to
Inlet Fisheries, Inc. d/b/a Inlet Salmon in Case No. A95-00899-DMD in the amount of
$2,057.73 for harbor services provided to the vessels INLET HARVESTER and the
HARVESTER BARGE. The City of Seward hereby agrees to release and discharge this
Proof of Claim as it relates to Inlet Fisheries, Inc. However, the duplicate proof of claim
filed in Case No. A95-00900-DMD shall remain a claim in the bankruptcy proceedings
relating to Harvester Fisheries, Inc.
4. City of Seward hereby agrees to release and discharge any other existing
port and harbor accounts balances owed the City of Seward by Inlet Fisheries, Inc. or
Inlet Fish Producers, Inc. through the effective date of this Agreement, including but not
limited to late charges, penalties, interest, sales taxes, attorneys' fees, and legal
expenses. However, any utility charges owed by Inlet Fish Producers, Inc. to Seward
Public Utilities must be paid current through the effective date of this Agreement, and
this Agreement does not affect any real property or personal property taxes that may be
owed to any governmental entity.
5. Inlet Fisheries, Inc. listed certain contingent and unliquidated claims as
part of its bankruptcy petition, including a claim against the City of Seward for wharfage
or tariff overcharges in the amount +/- $100,000.00 (Schedule B, Personal Property, Item
No. 20). Inlet Fisheries, Inc. and Inlet Fish producers, Inc. hereby agree to release any
and all claims against the City of Seward for wharfage or tariff overcharges, refunds,
interest, and attorneys' fees. Inlet Fisheries, Inc. and Inlet Fish Producers, Inc. hereby
AtL01A75
MUWAL RELEASE AND SETTLEMENT AGREEMENT
Page 3
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further agree to release and discharge any and all claims against the City of Seward or
its officers, employees, agents, and successors in interest, whether related to past
wharfage or tariff issues, claimed overcharges, refunds, rental deficiencies, and any and
all other claims related to the Original Lease or the Lease or the use of City of Seward
harbor facilities, including any and all direct or indirect damages, causes of action, claims
or demands for damages, costs, interest, attorneys' fees, loss of use, claims or
expenses, compensation, consequential or punitive damages, or any other thing or claim
whatsoever. The parties agree that this release of claims includes all claims for all acts
or events preceding the effective date of this Agreement, whether such claims are known
.or unknown. This release does not include claims for acts or events occurring
subsequent to the effective date of this Agreement.
6. Inlet Fisheries, Inc. disclaims any interest in the Leased Premises, whether
as sublessee of Inlet Fish Producers, Inc. or otherwise, and will take all action in the
bankruptcy proceeding necessary to establish that it has no interest in the Leased
Premises, as sublessee of Inlet Fish Producers, Inc. or otherwise or to quit claim any
interest it may have in the Leased Premises to Inlet Fish Producers, Inc. or Cook Inlet
Processing.
7. Inlet Fish Producers, Inc. agrees to pay to Inlet Fisheries, Inc. $17,000.00
in consideration for Inlet Fisheries, Inc. waiving its claims against the City of Seward and
to facilitate the assignment of the Lease to Cook Inlet Processing.
8. The City of Seward agrees not to look to Cook Inlet Processing, the lease
assignee of Inlet Fish Producers, Inc., for payment of any monies payable by Inlet
Fisheries, Inc. or Inlet Fish Producers, Inc. during their period of occupancy under the
Original Lease or the Lease.
9. The City of Seward agrees to promptly present this Agreement and the
assignment request to the City of Seward City Council for approval.
10. Inlet Fisheries, Inc. agrees to prepare the necessary bankruptcy pleadings
and to present this Agreement to the Bankruptcy Court for approval concurrently with or
not later than five (5) days after approval of this Agreement and the assignment of lease
by the City of Seward City Council.
11. As a condition precedent to City of Seward's approval of the assignment,
Inlet Fish Producers, Inc. shall provide the City of Seward with an estoppel certificate
relating to the Lease stating that the City of Seward is in compliance with all lease terms
through the Lease assignment date. The City of Seward will provide an estoppel
certificate to Inlet Fish Producers, Inc. stating that Inlet Fish Producers, Inc. is in
compliance with all lease terms through the Lease assignment date.
Al101A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 4
12. The provisions in Article 15 of the Lease, relating to lessee's duty to
defend, indemnify and hold the City of Seward harmless from any and all claims relating
to lessee's use of the Leased Premises, are to survive the effective date of the
assignment of the Lease to Cook Inlet Processing and this Agreement, insofar as they
relate to liability of Inlet Fish Producers, Inc. The guaranty of Vincent L. Goddard dated
December 17, 1993, and executed in connection with the Lease, shall remain effective
according to its terms, as to Inlet Fish Producers, Inc.'s duty to defend, indemnify and
hold the City of Seward harmless under Article 15 of the Lease.
13. This Agreement does not affect that certain lease agreement (RE-087)
dated June 9, 1994, between City of Seward and Inlet Fish Producers, Inc., relating to
Lot 4, Block 3, Seward Marine Industrial Center, which lease remains in effect.
14. Except as provided in this Agreement, including paragraph 12 above, the
parties specifically agree to a discharge of all claims described in the paragraphs above
against each other and any other named or potential parties as the result of the above-
referenced Original Lease and Lease, and the parties intend and desire to release all
individuals, firms, corporations, or entities, against whom they might possibly make
claim, demand, or suit as a result of the matters referred to in this Agreement and/or
which allegedly occurred, accrued, or which may accrue in the future as the result of the
above-referenced Original Lease and Lease. This is so even though the parties may not
be able to name or identify those persons, firms, corporations, or other entities against
whom they might consider a claim, demand, or suit. The parties acknowledge that all
individuals, firms, corporations, or any other entities who could at any future date be
possible defendants in any action arising out of these matters are hereby released as
fully as though they were specifically listed and named herein.
15. All the terms and conditions of this Agreement have been reflected upon
without haste. No party is under any disadvantage, and no promise or inducement,
which is not herein expressed, has been made to any party. In executing this
Agreement, the parties do not rely upon any statements or representations made by any
persons, firms, corporations, or entities hereby released or any agent, lawyer,
representative, underwriter, or any other person representing such, concerning the
nature of the damages or the legal liability therefor.
16. All parties understand and specifically agree that execution of this
Agreement and resolution of issues relating to the Original Lease and the Lease and
performance thereunder do not constitute any admission of wrongdoing, misconduct, or
liability on the part of any other party. The City of Seward, Inlet Fisheries, Inc., and Inlet
Fish Producers, Inc. understand and recognize that each side denies any wrongdoing,
misconduct, or liability and are agreeing to the terms of this Agreement solely for making
a full and final compromise, adjustment, and settlement of any and all claims, disputed
or otherwise, which each has made against the other as a result of the above-referenced
Al101A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 5
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Original Lease, Lease, or Inlet Fisheries, Inc.'s and Inlet Fish Producers, Inc.'s use of
harbor facilities belonging to or operated by the City of Seward.
17. All parties have been informed or are aware of the holding in the case of
Witt v. Watkins, 579 P.2d 1065 (Alaska 1978) and are familiar with the significance of
the supreme court decision in that case and the significance of contractual references
to that case as considered by the supreme court in Martech Const. Co. v. Oaden Enviro.
Serv.. Inc., 852 P.2d 1046 (Alaska 1993). Nevertheless, the protection, if any, of the
holding in Witt v. Watkins is hereby expressly waived. Each party hereby acknowledges,
understands, and assumes all risks, chances, or hazards that any damages may be
substantially higher than the settlement amount, may be greater in degree than presently
described or understood, and may be different in kind or character; and they understand
and acknowledge the existence of that risk and nevertheless accept the above-
mentioned payment and give this release.
18. The parties have been informed or are aware of the holding in the case of
Young v. State, 455 P.2d 889 (Alaska 1969), and are familiar with the significance of the
supreme court decision in that case. It is the parties' intent and desire herein to release
all individuals, firms, corporations, government agencies, or entities, including the parties
to this Agreement against whom they might possibly make claim, demand, or suit as a
result of claims or damages referred to in this Agreement and any claims arising under
the Original Lease or the Lease. This is so even though they may not be able to name
or identify those persons, firms, corporations, or other entities against whom they might
consider a claim, demand, or suit.
19. The parties further specifically agree that, that each party shall bear its own
costs and attorneys' fees with respect to the claims that are the subject of this
Agreement.
20. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes any and all prior and
contemporaneous contracts, agreements, promises, representations, warranties,
inducements, and covenants, oral or written, conditional or unconditional, expressed or
unexpressed, which in any way arise out of or result from the subject matter of this
Agreement.
21. Each of the parties to this Agreement acknowledges that that party has had
the benefit of or full opportunity to have the benefit of, the advice and representation of
competent independent legal counsel in negotiating, entering into, and executing this
Agreement. It is further agreed that the fact that this Agreement may have been drafted
in whole or in part by one such party's counsel shall not cause all or any part of this
Agreement to be construed against such party. The parties agree that this Agreement
is the joint product of the parties and their respective counsel, and that there is no drafter
against whom ambiguities are to be resolved in the event of a dispute.
AlL01A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 6
22. Each of the parties executing this Agreement acknowledges that that party
has carefully read it, thoroughly knows and understand the contents, consequences, and
meaning of the Agreement, and has executed said Agreement as a result of its free,
knowing, and voluntary act.
23. This Agreement and the Assignment of Lease referenced to herein shall
become effective upon 1) approval of this Agreement by the City of Seward City Council;
2) approval of the Lease Assignment to Cook Inlet Processing by City of Seward City
Council; and 3) approval of this Agreement and a final Order of Approval by the
Bankruptcy Court. The effective date of this Agreement shall be the date upon which
all three approvals have been obtained.
24. This Agreement may be executed in counterparts through signatures
obtained by facsimile to be followed by the execution of a single document by each
party.
DATED:
7// /1b
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CITY OF SEWARD
By QiJ1m~
Ronald A. G ini,
City Manage(lJ.
, ,y"",rl}!TEST:
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INLET FISH PRODUCERS, INC.
BY~~
Vincent L. dard, President
DATED: ~ /.;20 I q G.
INLET FISHERIES, INC.
By J~~!!/~
Vincent L. Go dard, President
DATED: (p I.:U) I , 10
By J~~JJ.:J,.
Vincent L. G ~ard, Individually
AtL01A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 7
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APPROVED AS TO FORM:
WOHLFORTH, ARGETSINGER,
JOHNSON & BRECHT, counsel
for the City of Seward
BY!~eCIfkr
BIRCH, HORTON, BITTNER & CHEROT,
counsel for Inlet Fisheries, Inc.
If ../7
By ; .1~v?~1 il~
Michael J. P rIse
STATEOFA~SAA )
) ss.
THIRD JUDICIAL DISTRICT )
)~
THIS IS TO CERTIFY that on this _ day of
before me, the undersigned, a notary public in and for
commissioned and sworn as such, personally appeared R AL . GARZINI, known
to me to be the CITY MANAGER of THE CITY OF SEWARD, and he acknowledged to
me that he executed the foregoing instrument on behalf of the CITY OF SEWARD freely
and voluntarily for the uses and purposes therein mentioned by authority of said CITY.
AlL01A75
MUTUAL RELEASE AND SEmEMENT AGREEMENT
Page 8
STATEOFA~S~ )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this ,;}O ~ay of Clu ~ n - , 1996,
before me, the undersigned, a notary public in and for dh;-s;; of Alaska, duly
commissioned and sworn as such, personally appeared VINCENT L. GODDARD, known
to me to be the PRESIDENT of INLET FISH PRODUCERS, INC. described in the
foregoing instrument, and he acknowledged to me that he executed the foregoing
instrument on behalf of said corporation freely and voluntarily for the uses and purposes
therein mentioned by authority of said corporation.
WITNESS my hand and official seal the day and year last hereinabove written.
tk,,~"~ .(iji.v
Notary Public for the State of Alaska
My Commission Expires: i /;J.s /9 7-
STATEOFA~S~ )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this c:;>o)'a, day of \1:~,~ &. , 1996,
before me, the undersigned, a notary public in and~e State of Alaska, duly
commissioned and sworn as such, personally appeared VINCENT L. GODDARD, known
to me to be the PRESIDENT of INLET FISHERIES, INC., described in the foregoing
instrument, and he acknowledged to me that he executed the foregoing instrument on
behalf of said corporation freely and voluntarily for the uses and purposes therein
mentioned by authority of said corporation.
WITNESS my hand and official seal the day and year last hereinabove written.
t~~r_-/ Yh .o:x~
Notary Public for the State of Alaska
My Commission Expires: !i!.J6-/9 "f
Atl01A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 9
,
,
,
STATE OF ALASKA
)
) ss.
)
THIRD JUDICIAL DISTRICT
THIS IS TO CERTIFY that on this~day of ~. . ,1996,
before me, the undersigned, a notary public in and for the State of Alaska, duly
commissioned and sworn as such, personally appeared VINCENT L. GODDARD, known
to me to be the person described in the foregoing instrument, and he acknowledged to
me that he executed the foregoing instrument on his behalf freely and voluntarily for the
uses and purposes therein mentioned.
WITNESS my hand and official seal the day and year last hereinabove written.
~ ~ - .'___ In .COr:~
Notary Public for the State of Alaska
My Commission Expires: 1/~sI11
AlL01A75
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Page 10