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HomeMy WebLinkAboutexhibit 1- agreementCOMPROMISE, SETTLEMENT AND RELEASE AGREEMENT This Compromise, Settlement and Release Agreement ("Settlement Agreement"), dated this day of , 2004 is entered into by and between Raceworks, LLC ("Raceworks"), a Delaware limited liability company, and the Bayfront Park Management Trust ("Trust"), a limited agency and instrumentality of the City of Miami ("City"). WITNESSETH WHEREAS, the City, the Trust and Raceworks executed a Revocable License Agreement ("Agreement") on May 22, 2002, as amended, and have entered into various other agreements and arrangements in connection with Raceworks for Raceworks to conduct motor vehicle racing events in Downtown Miami ("Race Events"); and WHEREAS, Raceworks was granted a permit, in accordance with Section 549.08, Florida Statutes ("Motor Sports Act"), to conduct a racing event in Downtown Miami on September 26-28, 2003 called Grand Prix Americas ("2003 Race Events"); and WHEREAS, pursuant to the Agreement, the Raceworks is required to remit to the Trust payment for a use fee, ticket fee, and other financial obligations incurred as a result of the 2003 Race Events; and WHEREAS, the Trust has found the Raceworks to be in default of the Agreement due to its failure to satisfy its outstanding financial obligations; and WHEREAS, the Trust and the Raceworks wish to settle all outstanding obligations associated with the 2003 Race Events; and WHEREAS, as a result of the 2003 Race Events, Raceworks owes the Trust $62,811.56 as payment for its use fee and other financial obligations, however such amount does not include the amount owed to the Trust for its ticket fee. WHEREAS, the Raceworks has proposed the settle the outstanding debt, with the exception of the Trust's ticket fee, in the amount of $25,125, in exchange for the Trust executing this Settlement Agreement, which would release the Raceworks and the Trust of any liability and cancel all prior agreements between the Trust and the Raceworks; and WHEREAS, at its February 23, 2004, meeting, the Trust approved the Settlement Agreement to settle the outstanding debt to the Trust as a result of the 2003 Race Event, with the exception of the Trust's ticket fee, subject to City Commission approval. WHEREAS, the Trust would like to terminate its being a party to the Agreement and Raceworks has agreed to no longer conduct Race Events in Bayfront Park; and WHEREAS, the parties now desire to cancel, compromise, and settle each agreement, except for the Agreement between the City, the Trust and Raceworks as the City and Raceworks otico /cid COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 2 of 4 Bayfront Park Management Trust and Raceworks, LLC are still parties to the Agreement and thus must be terminated or revoked by the City, and the parties mutually release the other on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals: The recitals are true and correct and are herby incorporated into and made a part of this Settlement Agreement. 2. Raceworks' Obligations: On or before April 19, 2004, Raceworks shall pay to the Trust $25,125.00 payable in check form on Raceworks' account, for amounts due as a result of the 2003 Race Events. This settlement amount and this Settlement Agreement does not include the amount due to Trust for the Trust Ticket Fee from the 2003 Race Events, for which Raceworks has an the obligation to make payment to the Trust. 3. Conditions of Release: A. This Settlement Agreement shall only be effective upon 1) receipt by Trust of the check referenced above and the funds being cleared in the name of the Trust, 2) the check clearing Raceworks' account, and 3) the Trust is not ordered by a court of competent jurisdiction to return the payment as a result of a bankruptcy proceeding or any other legal proceeding, after full exhaustion of appellate review. In the event that these conditions are not met, then this Settlement Agreement shall become null and void and neither party shall have any further obligations hereunder. B. Raceworks understands that the Trust considers Raceworks in default of the agreements that Raceworks has entered into with Trust. In consideration of Trust executing this Settlement Agreement and in lieu of the City initiating proceedings pursuant to the City of Miami's Debarment and Suspension Ordinance, Section 18-107, City of Miami Code (2004)("Debarment Ordinance") and the Debarment Regulations which are contained in City of Miami Resolution No. 02-1325, which has been previous provided by Trust and reviewed by Raceworks prior to executing this Settlement Agreement, Raceworks agrees to be debarred for a period of five (5) years and Raceworks hereby knowingly, voluntarily and intentionally waives its procedural and substantive rights pursuant the Debarment Ordinance and Regulations, including, but not Limited to, its right to a written decision from the City Manager stating the reasons for the debarment or suspension and right to seek judicial relief therefrom. This provision shall survive the termination of this Settlement Agreement. C. Raceworks understands in order to reach this settlement the Trust is accepting forty percent (40%) percent of the amount due to it. In the event that Raceworks compensates any other creditor ("Another Creditor") a COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 3 of 4 Bayfront Park Management Trust and Raceworks, LLC higher percentage of the amount due to them, respectively, by Raceworks, then Raceworks shall remit to Trust a proportionate amount of additional funds commensurate with the amount of compensation received by Another Creditor. This provision shall survive the termination of this Settlement Agreement. D. As a condition to the Trust's execution of this Settlement Agreement, Raceworks agrees not to conduct future events at Bayfront Park unless Raceworks remits the full amount that is due to Trust as a result of the 2003 Race Events. This provision shall survive the termination of this Settlement Agreement. 4. Release: In consideration of and in accordance with the terms and conditions contained above, Raceworks and Trust hereby agree to mutual release the other, their administrators, successors, assigns, subsidiaries, parents, related entities, heirs, executors and administrators and all directors, officers, employees, members, and agents from all actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever in law or equity, which any Trust may have against the other, its successors, assigns, subsidiaries, related entities, and other entities or individuals set forth above, ever had, now have, or hereinafter can, shall, or may have for, upon or by reason of any matter, cause, or thing whatsoever from the beginning of the World to the date of this Settlement Agreement. 5. Authority: A. The Commission of the City of Miami, by Resolution No. , adopted on , 2004, and the Bayfront Park Management Trust by Resolution No. - , adopted on , 2004, authorized the Executive Director of Bayfront Park Management Trust to execute a settlement, under the terms and conditions set forth herein. B. Raceworks represents that it has the authority to enter into this Settlement Agreement and bind its to such terms. A corporate resolution indicating its authority to enter into this Settlement Agreement is attached hereto. 6. Miscellaneous Provisions: A. This Settlement Agreement shall be self -operative and automatically be in full force and effect upon collection of the funds due here under. B. No change or alternation of this Settlement Agreement shall be valid or binding unless such change or alteration be in writing and executed by each of the parties hereto. COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 4 of 4 Bayfront Park Management Trust and Raceworks, LLC C. This Settlement Agreement represents the entire understanding of the parties concerning their prior actions or agreements, whether oral or written, and shall be merged into and made part of this Settlement Agreement. D. This Settlement Agreement shall be construed and enforced according to the laws of the State of Florida. Venue for any legal proceedings shall be Miami -Dade County. IN WITNESS WHEREOF, the parties have signed this Compromise, Settlement and Release Agreement. Execution of this Settlement Agreement indicates that each organization has approved this agreement and that have read and understand each and every provision of this agreement and agree to its terms and conditions. RACEWORKS, LLC, Attest: a foreign limited liability corporation Print Name: Print Title: Attest: Print Name: Print Title: Chuck M. Martinez President TRUST Bayfront Park Management Trust, a limited agency and instrumentality of the City of Miami Timothy F. Schmand Executive Director Approved as to risk requirements: Approved as to form and correctness: Dania Carrillo Alejandro Vilarello Risk Management Administrator City Attorney