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HomeMy WebLinkAboutexhibit 2-settlement and release 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, authorized to conduct business in the State of Florida, and the City of Miami ("City"), a municipal corporation of the State of Florida WITNESSETH WHEREAS, the City, Trust and Raceworks executed a Revocable License Agreement ("Agreement") on May 22, 2002, as amended, for Raceworks to conduct motor vehicle racing events in Downtown Miami; and WHEREAS, Raceworks, LLC 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 Event"); and WHEREAS, pursuant to the Agreement, Raceworks is required to remit to the City payment for the Use Fee, Ticket Fee, and any other obligations incurred as a result of the event; and WHEREAS, the City has found the Raceworks to be in default of the Agreement due to its failure to pay to the City its use fee, its ticket fee and to satisfy its outstanding financial obligations with regard to the 2003 Race Event (the "Incident"); and WHEREAS, the City and the Raceworks wish to settle all outstanding financial obligations associated with the 2003 Race Event; and WHEREAS, as a result of the 2003 Race Event, Raceworks owed the City $104,401.05 as payment for its use fee, ticket fees and other financial obligations; and WHEREAS, Raceworks has agreed to forfeit its claim to payment by the City in the amount of $19,473.00, which was retained by the City as payment of police and fire surcharges, thereby reducing the amount owed to the City to $84,928.05. WHEREAS, the Raceworks has proposed the settle the outstanding debt in the amount of $33,971.22 in exchange for the City executing this Settlement Agreement, which would release the Raceworks for its financial obligations as a result of the 2003 Race Event. 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. C( {PROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 2 of 4 BPMT and Raceworks, LLC 2. Racework' OOligittions: On or before June 1, 2004, Raceworks shall pay to the City $33,971.22, payable in check from Raceworks' account, for amounts due as a result of the 2003 Race Events. 3. Conditions of the Release: A. This Settlement Agreement shall only be effective upon 1) receipt by City of the check referenced above and the funds being cleared in the name of the City, 2) the check clearing Raceworks' account, and 3) the City 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 agrees to release and forfeit any and all claims . to the $ 1.9,473.00 in police and fire surcharges assessed by the City during the 2003 Grand Prix Americas in violation of Section 11 of the Revocable License Agreement. Raceworks acknowledges that the $ 19,473.00 previously remitted to the City shall be used to reduce its total outstanding debt of $ 104,401.05 from the 2003 Race Events to a current balance of $84,928.05. C. Raceworks understands that the City considers Raceworks in default of the agreements that Raceworks has entered into with City. In consideration of City 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)C'Debarment Ordinance") and the Debarment Regulations which are contained in City of Miami Resolution No. 02-1325, which has been previous provided by City 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 waive 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 Release. D. Raceworks understands in order to reach this settlement the City is accepting forty percent (40%) percent of the amount due to it. In the event COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT BPMT and Raceworks, LLC Page 3 of 4 that Raceworks compensates any other creditor ("Another Creditor") a higher percentage of the amount due to them, respectively, by Raceworks, then Raceworks shall remit to City 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. 4. Release: In consideration of and in accordance with the terms and conditions contained above, Raceworks and City 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 party 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 with regard to the Incident. 4. Authority: A. The Commission of the City of Miami, by Resolution No. - adopted on , 2004, the City Manager to execute this Settlement Agreement, 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 Release is attached hereto. 5. 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. COfbtPROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 4 of 4 BPMT 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 Attest: RACEWoRKS, Print 4a e: /ilri ells: i z 4t if' Chuck M. Martinez Print -Title. Attest: Priscilla A. Thomson City Clerk Approved as to risk requirements: Dania Carrillo Risk Management Administrator Preside', PARTY City of Miami, a municipal corporation of the State of Florida Joe Arriola City Manager Approved as to form and correctness: Alejandro Vilarello City Attorney