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HomeMy WebLinkAboutContract 43768-SA1 (2)410. • • { C!TTYSFCRETARY1 , 1.7 ri milikriiiirth Ara LP n ■ . r � ... .. .�. .6.1.E ISIMALLS SETTLEMENT AGREEMENT AND RELEASE This Se lement Agreement and Release (the "Agreement") is made and entered into this ) day of94416W C)f r , 2013, (the "Effective Date") by and between the City of Fort Worth, a home-rulV municipal corporation of the State of Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and Aurora Bleu, a general partnership, by and through its general partners Martin Gonzales and Stephanie Diane Garcia. A. Definitions "Performer" means and includes Aurora Bleu and/or its partners, representatives, members, managing members, officers, managers, proprietors, directors, employees, representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns, predecessors, stockholders, administrators, contractors, and related companies. "City" means and includes the City of Fort Worth, Texas, and its officers, representatives, agents, servants, and employees. "Contract" means and includes Fort Worth City Secretary Contract (CSC) Numbers 43768, a Music Performance Agreement Between the City of Fort Worth and Aurora Bleu to Perform at Fort Worth Great Outdoors, Molly's Ultimate Adventure. "Parties" means and includes the City and Performer. B. Recitals WHEREAS, on October 13, 2012, the City hosted Fort Worth Great Outdoors, Molly's Ultimate Adventure at the Greenbriar Community Center located at 5200 Hemphill Street, Fort Worth, Texas ("Event"); WHEREAS, the City desired to feature live music at the Event; WHEREAS, the Parties entered into the Contract, in which the Performer was incorrectly named as an individual with whom Martin Gonzales was authorized to represent; WHEREAS, the Performer acknowledges that the true and correct party to the Contract was Aurora Bleu, a Texas general partnership, and that Martin Gonzales was acting by and through that entity in executing the Contract; WHEREAS, the Parties disagree and have a bona fide conflict regarding a dispute that has arisen as to the Parties' obligations under the Contract; WHEREAS, the City denies any and all liability but desires to avoid the uncertainties, annoyance, and expense of litigation and to fully and finally settle and compromise any and all Settlement and Release Agreement for CSC 43768 RE-CE1\1 F-.0 "6 r s l t©[la i COR `YloDf 6 �7 U it � , • • claims that could have been asserted by the Performer for damages arising out of or in connection with the Contract; and WHEREAS, Performer hereby agrees to fully and finally resolve all claims against City • regarding the Contract as set forth in this Agreement ck • • 0 • la el • C. 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: 1. That Performer, for and in consideration of payment by the City in the sum of SEVEN HUNDRED FIFTY DOLLARS AND NO CENTS ($750.00) hereby COMPROMISES SETTLES, RELINQUISHES, RELEASES, ACQUITS, and FOREVER DISCHARGES the City of and from 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 Parties, 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 Contract or the transactions and occurrences involving the Contract described and referenced herein, 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. 2. That, in consideration of the respective payment described above, Performer agrees to INDEMNIFY AND FOREVER HOLD HARMLESS AND DEFEND THE CITY AND ALL OTHERS CONNECTED WITH OR IN PRIVITY WITH THE CITY FROM AND AGAINST ANY AND ALL CLAIMS OR CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, ANY COSTS OR EXPENSES IN CONNECTION THEREWITH, WHICH MAY HEREAFTER BE BROUGHT BY PERFORMER, OR BY ANY PERSON OR ENTITY, ARISING OUT OF AND/OR RELATED TO THE CONTRACT. 3. This instrument contains the entire agreement between the Parties and the terms of this instrument are contractual and not merely recitals. There are no other agreements, either written or oral, and the execution of 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 party, including, but not limited to, the Settlement and Release Agreement for CSC 43768 2 of 6 v • • • • • • Parties' representatives, assigns, agents, and employees, and all other firms, corporations, and legal entities connected therewith. 4. Performer warrants 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 party's release, or its representatives, concerning the nature and extent of the losses, injuries, damages, and/or legal liability therefore; and that the acceptance of the consideration set forth herein is in full accord and satisfaction of disputed claims for which liability is expressly denied. 5. It is understood that this Agreement is a compromise of a disputed claim. The Parties desire to compromise and settle all matters and things in dispute to avoid the hazard, inconvenience, uncertainty, and expense of litigation. The payments and settlement terms referred to herein are not to be construed as an admission of liability on the part of the City, all of which is expressly denied. 6. Performer represents that it has consulted, or had the opportunity to consult, an attorney to seek legal counsel regarding the contents and effects of this Agreement. Performer furthei represents that it has been informed of the content and effect of this instrument and that the instrument is executed as its act and deed and of its own free will. 7. Performer represents and warrants that it is the sole owner of the claims, causes of actions, and rights -in -action being released herein, and it has not transferred, assigned, or otherwise encumbered said claims or any part thereto. 8. In the event that any provision of this Agreement is held void, voidable, or unenforceable, the remaining portions shall remain in full force and effect. 9. This Agreement may be executed in multiple originals each of which shall be deemed an original for all purposes. 10. 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 shall be construed in accordance with the laws of the State of Texas. 11. The Parties represent and warrant that they are over the age of eighteen (18) years, competent to execute this Agreement, have carefully lead the foregoing Agreement, Settlement and Release Agreement for CSC 43768 3 of 6 and know the contents thereof and have signed the same of their own free will and with the advice of counsel, if applicable. IN WITNESS HEREOF, the Parties hereto have executed this Agreement on the Effective Date. CITY OF FORT WORTH by: san Alanis Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Tyler Fallach Assistant City Attorney AT S . ED BY: ary Kays City Secretal No M&C required Settlement and Release Agreement for CSC 43768 AURORA BLEU, a Texas general by: Martin Gonzales General Partner 0 nie Diane Garcia neral Partner OFFICIAL REOOR( MTV SECREt?!tW 1 i %ow\ • 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 Susan Alanis, 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 day of RUaU4, 2013 • 1 I Li • • rj ."? --4. r . .1nhl S britY ... i_ i . I ..1i1 JR/• that JAA 4(axhietch LINDA M. N1RRLINGER r MY COMMISSION EXPIRES Notary Public in and for3 February 2, 2014 ,,,,.....,4•r STATE OF ��lLA'i § COUNTY OF / AY,r04' § The State of Texas • BEFORE ME, the undersigned authority, a Notary Public in and for the State of ca " It , on this day personally appeared Martin Gonzales, 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 Aurora Bleu, a general partnership, for the purpose and consideration therein expressed and in the capacity therein stated. OFFICE this 5 of GIVEN UNDER MY HAND AND SEAL OFday .4(ys20r? \\\111111111111//ii1� rx9 HA }eh, +`-'*. • *si * el..' • •Yk.9 filtitq Q::oP •; Notary'�ublrc in a IS Ct:[t : �,/; * The State o f A-5 ems • %�` '• ` qTE4r . t� .•' Settlement and Release Agreement for CSC 43768 5 of 6 STATE OF I-e S § COUNTY OF (Y 1 BEFORE ME, the undersigned authority, a Notary Public in and for the State of le 5/is , on this day personally appeared Stephanie Diane Garcia, 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 Aurora Bleu a general partnership, for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3 day of 00111111110/ ``Q o�P.YP 4./ k.� t (P% fCr- • • • * 9.3 eVs t21 '1/4011111(00 Notary Public in and The State of "%{'5- Settlement and Release Agreement for CSC 43768 6 of 6