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HomeMy WebLinkAboutexhibit 1- settlement agreementAMERICAN ARBITRATION ASSOCIATION CITY OF MIAMI, a Florida municipal corporation, Petitioner, v. BUNKERS OF MIAMI, a Florida Joint Venture, et al. Respondents. CASE NO. 32 Y 181 00459 03 SETTLEMENT AGREEMENT BUNKERS OF MIAMI, a Florida Joint Venture; BUNKERS OF MIAMI, INC., a Florida corporation, BUNKERS MANAGEMENT GROUP, INC., a Florida corporation; BUNKERS, INC., a Florida corporation (hereinafter "Bunkers") and the CITY OF MIAMI (hereinafter "City") hereby agree to settle in full the above -styled action as set forth below. WHEREAS, the City desires to resolve all claims and disputes with Bunkers; and WHEREAS, the City desires to end the Management Agreement entered into between the parties and to divest Bunkers of any control of any sort over the Melreese Golf Course (hereinafter "Course"); and WHEREAS, Bunkers desires to resolve all its claims and disputes with the City; and WHERES, Bunkers des" s 'to divest itself of any responsibility relating to the Course the parties agree to resolve any aid all claims and disputes by and between them. NOW, THEREFORE, in exchange for the mutual consideration described below, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follow: 1. The above recitals are hereby incorporated into this Agreement as if fully set forth herein. 2. The City agrees to buy out the balance of the term of the Management Agreement for the sum of Eight Hundred and Fifty Thousand Dollars ($850,000.00) wired to the trust Settlement Agreement account of Hanzman & Criden, P.A. within forty-five (45) days after -approval of this Settlement by the Mayor and City Commission. 3. Bunkers hereby represents and warrants to the City that the $850,000 being paid pursuant to this settlement will be used only to satisfy preexisting debt to "Third parties" incurred by Bunkers in connection with the operation or maintenance of the golf course facility during the term of the management agreement, and to satisfy Internal Revenue obligations that may arise from the receipt of the funds paid pursuant to this agreement. "Third parties" shall expressly exclude Bunkers' investors, shareholders, officers, directors, employees or their family members. Bunkers shall, at the City's request, make available all documentation identifying the debt to be satisfied, and the payments made utilizing the funds paid pursuant hereto. The Audit General's Office of the City of Miami will audit this information. Bunkers' agrees to obtain and preserve all necessary information and to cooperate in any way necessary with this audit. Any settlement proceeds found by the Arbitration Panel not to satisfy the requirements of this paragraph will be returned to the City of Miami. 4. The City shall also release, and hereby releases, Bunkers and its officers, directors, stockholders and affiliates (past and present) from all claims and any nature arising out of or in any way to the Management Agreement including, but not limited to, those claims asserted in the pending Arbitration, both directly and as assigned. The City shall seek Mayor and Commission approval at the earliest Commission meeting -taking place subsequent to Bunkers' execution of this Agreement. 5. In exchange for the consideration set forth herein, and effective upon receipt of the Funds identified in paragraph 2 above, and execution of the Professional Services Agreement between the City and Charles Delucca, Bunkers hereby releases the City and its employees (past and present) from all claims of any nature arising out of or in any way related to the Page 2 of 5 Settlement Agreement Management Agreement including, but not limited to, those claims asserted in the pending Arbitration. 6. The City also agrees to enter into a Professional Services Agreement with Charlie Delucca for the period commencing upon approval of this Agreement by the Mayor and City Commissioner and expiring on December 31, 2007, at a rate of One Hundred Ten Thousand Dollars ($110,000.00) per year payable monthly in equal increments for the purpose of managing and marketing the golf course full time. 7. A copy of the Professional Services Agreement shall be attached hereto and executed by the City and Charlie Delucca but will not be effective until the approval of this Settlement Agreement by the Mayor and City Commission. 8. A breach of the Professional Services Agreement may result in a claim by the parties to that agreement but will in no way affect the finality of this settlement between Bunkers and the City upon its approval by the Mayor and City Commission. 9. Bunkers shall turn over complete control of the Course to the City fifteen (15) calendar days after payment of the amount specified in paragraph 2 above. 10. Bunkers shall leave all personal property that it owned or used at the Course unless requested by the City to remove that property; provided said property was or is used for purposes of maintaining or operating the Golf Course. 11. If requested to remove property by the City, Bunkers shall remove the property within forty-eight (48) hours after the City's written request for removal. 12. After the execution of this Settlement Agreement but prior to its approval by the Mayor and City Commission, Bunkers shall allow the City, upon the City's request, to have an employee or other representation present at all meetings relating to the management of the Page 3 of 6 Settlement Agreement. Course and shall fully cooperate in the review and audit of procedures, business and finances at the Course. 13. The intent of this Agreement is to ensure the smooth transition of control and management over the golf course so as to maximize revenues of the Course and ensure the uninterrupted use of the Course by the public. 14. In furtherance of this Agreement, Bunkers shall prepare an inventory of all personal property that it has used at the Course. This inventory will be submitted to the City Commission of their review and delivered to the City Attorney no later than one week prior to the date that the City Commission is scheduled to vote on the approval of this settlement. 15. In furtherance of this Agreement, Bunkers shall deliver a copy of all active contracts it has executed relating to the control or management of Melreese Golf Course. These contracts will be submitted to the City Commission for their review and delivered to the City Attorney no later than one week prior to the date that the City Commission is scheduled to vote on the approval of this settlement. The City shall assume the obligations under the golf cart lease agreement only. 16. Bunkers shall continue to maintain the Course in its present condition up to and including the date .that control and management of' the Course is transferred to the City. 17. Bunkers shall continue to actively solicit present and future business and paying customers for the Course up to and including the date that control and management of the Course is transferred to the City. 18. Bunkers shall be solely responsible for any expenses or other financial obligations that it incurs up to and including the date that control and management of the Course is transferred to the City. Page 4 of 6 Settlement Agreement 19. Bunkers shall in no way obligate the City to any financial obligation or expense without first obtaining the prior written consent of an authorized representative of the City. 20. In addition to the foregoing, the parties shall comply with all terms of the Management Agreement from the time of the execution of this Agreement up to and including the date that control and management of the Course is transferred to the City. 21. This Settlement Agreement shall be interpreted without any presumption in favor of or against the drafter. 22. Each party shall bear its own attorneys' fees and costs. 23. This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of the parties as of the date of its execution. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement is of no force or effect. 24. This Agreement shall not be modified in any way unless such modification is in writing and signed by authorized representatives of both Bunkers and the City. 25. The Arbitration Panel shall have exclusive jurisdiction to resolve any dispute arising out of the interpretation or performance of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above, and each of the undersigned personally represents and warrants that they have the full right, power and authority to execute this Agreement on behalf of thee respective parties. CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk ATTEST: Print Name: By: Joe Arriol City Manager B ►.!i%! T © MIAMI, a Florida Joint Ve Print Nam : ae,oted jj,tvcc4q. Page 5 of 6 Settlement Agreement Title: Corporate Secretary ATTEST: By: Print Name: Title: Corporate Secretary Title: President BUNKER corporate, 1 Print Name: Title: President I, INC. a Florida ATTEST: BUNKERS MANAGEMENT GROUP, INC., a Flori oration, By: Print Name: Title: Print Name: C..it rs&zo., Corporate Secretary Title: President ATTEST: BUNKERS, INC 1,a Florida corporation. Print Name: Title: Corporate Secretary APPROVED AS TO FORM AND CORRECTNESS: Alejandro Vilarello, City Attorney City Attorney By: Print Name: Title: Preside Page 6 of 6