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HomeMy WebLinkAboutexhibitCOMPROMISE AND SETTLEMENT AGREEMENT This Compromise and Settlement Agreement ("Settlement Agreement"), dated this _1_ day of A/404 r, 2004 is entered into by and between Raceworks, LLC ("Raceworks" ). a Delaware limited liability company, and the Bayfront Park Management Trust (the "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' conduct of motor vehicle racing events in Downtown Miami; 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, Raceworks is required to pay to the Trust a use fee, a ticket fee, and other payments as a result of the 2003 Race Events; and WHEREAS, as a result of the 2003 Race Events, Raceworks owes the Trust $15,348,00 as payment for the ticket fee ($1.00 per ticket sold); and WHEREAS, Raceworks is in default of the Agreement due to its failure to remit the required ticket fee to the Trust; and WHEREAS, Raceworks has proposed to settle the outstanding debt of $15,348.00 by making payment in the amount of $6,13920, in exchange for the Trust executing this Settlement Agreement. 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' Certification: Raceworks hereby warrants and represents that it only sold 15,348 tickets for the 2003 Race Events. For purposes of this Agreement and the Revocable License Agreement, Raceworks, the City and the Trust agree that the term "sale" is defined as the transferring of absolute or general ownership of property from one person or corporate body to another for a price such as a sum of money or any other consideration, as distinguished from a gift. "Sale" includes any transfer of title or possession, or both, exchange, barter, license, lease or rental, whether conditional or otherwise, in any manner or means whatsoever, of tangible personal property for a consideration. �N w v#1\* o4o/acya 3. Raceworks' Obligations: On or before July 30, 2004, Raceworks shall deliver to the Trust its check payable to the Bayfront Park Management Trust in the amount of $6,139. 20. 4. Termination of all prior Agreements: Raceworks and the Trust agree that all prior licenses, agreements and/or arrangements between the parties are terminated. 5. Trust's Release: Upon clearance of Raceworks' check the Trust shall deliver to Raceworks a release in the form attached hereto as exhibit "A". 6. Conditions of Release: A. This Settlement Agreement shall only be effective upon full settlement of Raceworks' check by the payee bank in favor of the Trust. B. In the event the Trust is required to return the payment required in paragraph 3, then the release given by the Trust shall immediately be null and void and the Trust shall be entitled to bring any claim at law or equity it may have against Raceworks as if such release had never existed. C. Raceworks acknowledges that Raceworks is in default of the agreements that Raceworks entered into with the Trust. In consideration of the 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 provided by the 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 the right to seek judicial relief therefrom. D. Raceworks acknowledges that it is paying the Trust forty percent (40%) of the amount actually owed to the Trust by Raceworks. In the event that Raceworks pays any other Raceworks creditor a higher percentage of any debt owed by Raceworks, then Raceworks shall remit to the Trust sufficient additional funds to increase the percentage paid on its debt to the Trust ($15,348.00) to equal the percentage received by such other creditor. E. 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 the Trust as a result of the 2003 Race Events. JHV: Raceworks Tickets Settlement 7-28-04 Page 2 of 5 7. Authority: A. The Trust represents that the City Commission of the City of Miami, by Resolution No. - , passed and adopted on , 2004, and the Board of Directors of the Bayfront Park Management Trust by Resolution No. - , passed and adopted on , 2004, authorized the Executive Director of the Bayfront Park Management Trust to execute a settlement agreement, on the terms and conditions setforth herein. B. Raceworks represents that its President, Chuck M. Martinez, has the authority to enter into this Settlement Agreement. A corporate resolution indicating his authority to enter into this Settlement Agreement is attached hereto. 8. Miscellaneous Provisions: A. No change or alternation of this Settlement Agreement shall be valid or binding unless such change or alteration is in writing and executed by each of the parties hereto. B. This Settlement Agreement represents the entire understanding of the parties concerning the settlement of this debt. C. 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, Florida. IN WITNESS WHEREOF, the parties have signed this Compromise and Settlement Agreement. Execution of this Compromise and Settlement Agreement indicates that each organization has approved this agreement and that they have read and understand each and every provision of this agreement and agree to its terms and conditions. Print Name: Print Title: JHV: Raceworks Tickets Settlement 7-28-04 Page 3 of 5 R4CEWORKs, LLC, a foreign limited liability corporation ("Raceworks") President 6. LL v,-L Ut Attest: Print Name: ILLL» , :z-- Print Title: Approved as to insurance requcements: ,� rDania Llarrillo 6 Risk Management Administrator Page 4 of 5 JFN: Raceworks Tickets Settlement 7-28-0,4 Bayfront Park Management Trust, a limited agency and instrumentality of the City of Miami (`.Trust") thy F. Schrnand Executive Director Approved as to form and correctness: Maria J. Chlm'o Ij'Interim City Attorney IL E HIB T '. SPECIAL RELEASE KNOW ALL MEN BY THESE PRESENTS: That BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City of Miami (hereafter referred to as the "TRUST" or the "first party"), for and in consideration of the sum of Ten Dollars ($10,00), and other good and valuable consideration, received from or on behalf of R4CEWORKS, LLC, a Delaware Iimited liability company, its subsidiaries and affiliates (hereafter referred to as "RiCEWORKS" or the "second party"), the receipt of which is hereby acknowledged.' DOES HEREBY remise, release, acquit, satisfy, and forever discharge the said second party, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said first party ever had, now has, or which any personal representative, successor, heir or assign of said first party, hereafter can, shall or may have, against said second party, for, upon or by reason of' the second party's failure to pay ticket fees owed to the first party as a result of second party's conduct of a racing event in Downtown Miami on September 26-28, 2003 called Grand Prix Americas ("2003 Race Events") provided; however, that this release is subject to paragraph 6, "Conditions of Release," of that Compromise and Settlement agreement between the parties dated _ 2004 and the first party does not release second party from any claims or causes of action for amounts due thereunder. IN- WITNESS WHEREOF, we have hereunto set our hands and seals, at Miami, Miami -Dade County, Florida, this day of , 2004. Signed, sealed and delivered in the presence of: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) THE BAYFRONT PARK MANAGEMENT TRUST, a limited agency and instrumentality of the City of Miami By: Timothy F. Schznand, Executive Director The foregoing instrument was acknowledged before me this day of , 2004, by Timothy F. Schmand, as Executive Director of the Bayfront Park Management Trust, who is personally known to me or has produced as identification. (SEAL) Notary Public, State of Florida My commission expires Wherever used herein the terms "first party" and "second party" shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, wherever the context so adrnits or requires. JF{V: Raceworks Tickets Settlement 7-28-04 Page 5 of 5