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HomeMy WebLinkAboutContract 52736 r CITY SECRETARY to CONTRACTNO. 527 3 L SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is by and between the City of Fort Worth ("City"), a home-rule municipality organized under the laws of the State of Texas, acting by and through its duly authorized Assistant City Manager, and John Kelly Clark d/b/a Chute 2 Production ("Clark"), a Sole-Proprietorship registered in Tarrant County, Texas. City and Clark are collectively referred to as the "Parties". A. Recitals WHEREAS, the City and Clark entered into Convention License Agreement Number 20352-1 ("License") on or about July 2, 2018 for the purpose of allowing Clark to host its Chute 2 Productions Bull Riding event at the Fort Worth Convention CInter ("FWCC") from November 15, 2018 through November 18, 2018 ("Event"); WHEREAS, pursuant to the License, Clark agreed to pay the City a non-refundable license fee of $24,000.00 in separate installments prior to the start of the Event ($5,000.00 on signature of the License; $5,000.00 on or before August 30, 2018; and the final payment of $14,000.00 on or before October 15, 2018); WHEREAS, Clark failed to hold the Event on the dates specified in the Agreement; and, therefore, is in default of the License; WHEREAS, to settle any claim for damages that the City may have under the License for the remaining unpaid license fee of$19,000.00, Clark has agreed to pay the City $3,000.00; WHEREAS, except as may be set forth below in the terms of the Agreement, the Parties hereby agree that the following terms and conditions shall constitute full and final settlement of any and all issues associated with the License for the Event; B. Agreement,Release,& Covenants NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound hereby, stipulate and agree as follows: I. Incorporation of Recitals 1. The recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement and are incorporated herein by reference. OFFICIAL. RECORD CITY SECRETARY FT. WORTH, TX Settlement Agreement and Release—John Kelly Clark d/b/a Chute 2 Productions 1 of 5 II. Settlement and Release of Claims 1. Clark agrees to pay the City THREE THOUSAND DOLLARS AND NO CENTS 3 000.00 within thirty (30) calendar days from the Effective Date of this Agreement (as hereinafter defined). 2. In the event Clark fails to pay the entire $3,000.00 in a timely manner, Clark will be liable for paying the entire balance originally owed to the City from the License, consisting of $19,000.00,within thirty(30)calendar days after receiving written notification from the City. 3. Upon full receipt of all amounts due by Clark to the City pursuant to this Agreement,the Parties hereby COMPROMISE, SETTLE, RELINQUISH, RELEASE, ACQUIT, and FOREVER DISCHARGE each other from and against any and all claims, demands, debts, liens, costs, expenses, actions, and causes of action of whatsoever nature, description of character, whether in tort or in contract, or by virtue of the common law, statute, or regulation, known or unknown, heretofore existing between the City and Clark, whether known or unknown, which may have accrued or may accrue, on account of, arising from, or in any manner growing out of, relating to, resulting from, or in any way connected to License and any related transactions and occurrences including, but not limited to, any and all claims for exemplary damages, consequential damages, contractual damages, economic loss, attorney's fees, and any and all damages recoverable under the laws of the State of Texas and any and all other statutory or common law legal damages,known or unknown. 4. The Parties warrant that no promise or inducement has been offered except as set forth herein; that this Agreement is executed without reliance upon any statement or representation of any person or Parry's release, or its representatives, concerning the nature and extent of the losses, injuries, damages, or legal liability therefore; and that the acceptance of the consideration set forth herein is in full accord and satisfaction of all claims set forth herein. 7. It is understood that this is a compromise of a claim. The Parties desire to compromise and settle those matters and things set forth herein to avoid the hazard, inconvenience, uncertainty, and expense of litigation. 8. The Parties represent and warrant that they are the sole owners of the claims, causes of actions, and rights-in-action being released herein, and they have not transferred, assigned, or otherwise encumbered said claims or any part thereto. 9. The Parties hereto shall not assign or transfer their interests and obligations of the settlement set forth in this Agreement without the prior written consent of the other Party, and any attempted assignment or transfer of all or any part hereof without such prior written consent shall be void. Settlement Agreement and Release—John Kelly Clark d/b/a Chute 2 Productions 2 of 5 III. Miscellaneous 1. This instrument contains the entire agreement between the Parties as to the matters contained herein and the terms of this instrument are contractual and not merely recitals. There are no other agreements, either written or oral, and this Agreement supersedes all earlier representations, negotiations, or agreements about this matter. The Parties acknowledge that the covenants, promises, and representations made herein are binding on, and inure to,the benefit of each of the Parties. As a matter of clarification, nothing contained herein shall be construed to affect the enforceability or validity of the License. 2. The Parties represent that they have consulted, or had the opportunity to consult, an attorney to seek legal counsel regarding the contents and effects of this Agreement. The Parties further represent that they have been informed of the content and effect of this instrument and that the instrument is executed as their act and deed and of their own free will. 3. In the event that any provision of this Agreement is held void, voidable, or unenforceable,the retraining portions shall retrain in full force and effect. 4. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement, including any exhibits, shall be construed in accordance with the laws of the State of Texas. 5. The Parties represent and warrant that they are over the age of eighteen (18) years, competent to execute this Agreement, have carefully read the foregoing Agreement, and know the contents thereof and have signed the same of their own free will and with the advice of counsel, if applicable. 6. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 7. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 8. The Effective Date of this Agreement is the date of signature by the City as set forth below in the signature block("Effective Date"). Settlement Agreement and Release—John Kelly Clark d/b/a Chute 2 Productions 3 of 5 IN WITNESS HEREOF,the Parties hereto have executed this Agreement in Fort Worth,Tarrant County,Texas to be effective as of the Effective Date. CITY OF FORT WORTH JOHN KELLY CLARK DB/A CHUTE 2 PRODUCTIONS by: by: odw Jay Chapa Volm Kelly Clark Assistant City Manager Date: Date: 0 APPROVED AS TO FORK AND LEGALITY: / T ach Assistant ty orney :,� y•, T ` E ED BYAkX . G a Kayser # - City Secretary No M&C required �(A� . OFFICIAL RECORD CITY SECRETARY FT WORTH, TX Settlement Agreement and Release—John Kelly Clark d/b/a Chute 2 Productions 4 of 5 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jay Chapa, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ay ofDfg&"j,,, 20)q. MARIA S,SANCHEZ ` • My Notary ID#2256490 Not ry Public m and for Expires December 19,2021 The State of Texas STATE OF § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of , on this day personally appeared John Kelly Clark, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of John Kelly Clark d/b/a Chute 2 Productions, for the purpose and consideration therein expressed and in the capacity therein stated.GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3Cjday of 4tti , 20 t`� �-Notary Public in and for The State of% JOYCE E HOWARD State of-Texas ►�iPUByi ?z:: cfi;Notary Public, Comm.Expires 03 26-2021 Notary ID 12257069 nuN A ECORDETARYH, TX Settlement Agreement and Release—John Kelly Clark d/b/a Chute 2 Productions 5 of 5