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Home My WebLink AboutSettlement Agreement SETTLEMENT AGREEMENT . n;;is Settlement Agreement and Release ("Agreement") is made and entered into this ~ day of December, 2006 by and between the CITY OF MIAMI BEACH, a municipal corporation (hereinafter "MIAMI BEACH") and BRILOR, LLC, a Florida limited liability corporation d/b/a AMIKA d/b/a AMIKA LOFT LOUNGE AND DISCOTHEQUE (hereinafter "AMIKA"), collectively referred to as 'THE PARTIES." RECITALS A. As of December 6, 2006, Brilor, LLC d/b/a Amika d/b/a Amika Loft Lounge and Discotheque owes MIAMI BEACH the sum 01'$595,077.13, plus 100% of the additional amounts due for delinquent Resort Tax returns that are to be filed for July, August, September, October, and November, 2006 is the total amount due and owing MIAMI BEACH in delinquent Resort Taxes, interest and fines, Code Enforcement, Building, Sanitation and other municipal fines, fees and/or liens, including fire code violations, for the operation of its business located at 1532 Washington Avenue, Miami Beach, Florida. B. AMIKA may review the final accounting of all monies owed to MIAMI BEACH and submit any errors in calculation to MIAMI BEACH, which, in its sole discretion, may change the amount due and owing. C. MIAMI BEACH and AMIKA have reached an understanding that AMIKA is unable to pay the amounts owed in full, and that both parties will benefit by this agreement by allowing MIAMI BEACH to recover some of the debt it is owed. D. AMIKA currently has an agreement for the sale of its assets, a copy of which is attached hereto. The closing of said sale shall generate the funds from which AMIKA will payoff its debt to MIAMI BEACH as herein agreed. AMIKA and the Buyer of its assets intend to close the sale of the assets within thirty (30) days of approval of this agreement by the City of Miami Beach City Commission. Iffor an unforeseeable reason the closing of said transaction needs to be extended for a period not to exceed fifteen (15) additional days, AMIKA and the Buyer shall submit to MIAMI BEACH, three (3) days prior to the expiration of the thirty (30) day period, an affidavit outlining why the closing needed to be extended, and reaffirming that when said issues are resolved the closing will occur. E. AMIKA and MIAMI BEACH agree that AMIKA shall pay 100% of its debt for Utility Bills, $9,188.09; Fire Violations, $1,500.00; City Bills, CB65930, CB65931,CB00250, CB85866, CB0000658, CB0000962, CBOOO 1 030, CBOOOO 1660, CB00002925, and CB00002952, totaling $23,359.60; and delinquent Resort Tax through July, 2006 in the amount r~ COMB i\MKA S~ttlement Agreement 12!I!06 Page 2 01'$27,205.93, plus 100% of the additional amounts due for July, August September, October, and November, 2006, said amount to be determined when AMIKA files its delinquent Resort Tax Return on Monday, December 4, 2006. AMIKA and MIAMI BEACH agree that AMIKA shall be responsible for paying 30% ofthe debt owed on City Bills CB00003332, CB00003434, and CB00003729, totaling $98,840.00: and 20% for Code Compliance Cases, CE05005757, CE06000239, CE06000279, CE06001409, CE06001613, CE06001759, CE060020~.C.g06003159, CE06003400, CE06003843, CE06005058, totaling $39,574.4\t.--~ This brings the agreed total due and owing MIAMI BEACH, pursuant to the other terms of this agreement, to $199,668.02, plus 100% ofthe additional Resort Tax as recited herein. F. AMIKA specifically waives any right to appeal or otherwise contest the taxes, fines, and fees, including the Code Compliance cases listed in paragraph "E" herein, incurred as of the date of this Agreement or the right of MIAMI BEACH in the event of a default of this Agreement by AMIKA to immediately close the business located at 1532 Washington Avenue, in forum, whether administrative or judicial. However, while AMIKA may be subject to a suspension of its business license due by the Fire Department, MIAMI BEACH warrants that it will not seek such additional enforcement at this time against AMIKA or the purchaser of the business at any time, unless there is a default of any provision herein. G. AMIKA specifically represents that its counsel, Louis J. Terminello, Esq. ofthe law offices of Terminello & Terrninello, P.A., has full authority to enter into this Agreement on its behalf. ./ NOW THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: I. RECIT ALS I. The foregoing Recitals are true and correct and incorporated herein by reference. II. PAYMENT 2. AMIKA and MIAMI BEACH hereby agree that as and for full payment of the monies owed as recited herein, MIAMI BEACH shall accept and AMIKA shall cause to be paid to MIAMI BEACH, the sum of $199,668.02, plus 100% of the NIDa'a_A-JIAMIKA SALE TO DEMIRISETTLEMENT AGREEMENT. I 1.26.06 doc ~ij})r ~. COMB AMKA Settlement Agreement 12/1/06 Page 3 additional Resort Tax as recited herein. Said payment shall be made within the seven days of the date of closing on the sale of the subject business, payable by cashier's check or check from an attorney's trust account and delivered to the City Attorney's Office. III. SUB MITT ALS 3. AMIKA has provided to MIAMI BEACI-I a fully executed, notarized or otherwise legally sufficient copy of the purchase contract for the business located at 1532 Washington Avenue. Said contract specifies a closing date no later than 45 days from the date of the execution of said contract IV. DEFAULT 4. A default or failure to fulfill any obligation listed herein by AMIKA will subject the business located at 1532 Washington Avenue to immediate closure by MIAMI BEACH as well as the imposition of any applicable civil or criminal penalties. In addition, if the sale of the business does not occur within 45 days from the date of the Commission approval of this Agreement, as referenced in paragraph D infra, this Settlement Agreement is deemed null and void, and MIAMI BEACH may demand full payment for all monies owed and avail itself of all legal remedies for collection thereof. V. ADDITIONAL DOCUMENTS 5. The PARTIES agree to cooperate fully and execute any and all supplementary documents and take all additional actions which may be necessary or appropriate to give full force and effect to the basis and intent of this Settlement Agreement VI. ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST 6. This Settlement Agreement contains the entire Agreement between the parties. This Agreement replaces any prior or contemporaneous written or oral representation or understanding about the settlement This Agreement may not be changed except in writing signed by the Parties, or their respective attorneys. This Agreement shall be binding on all and shall inure to the benefit of the respective successors and assigns, if any, of each party. N:\Data_A-J\AM1KA SALE TO DEMIR\SETTLEMENT AGREEMENT.l L26.06.doc If? @ C()MB At\'IKA Settlement Agreement 12../1/06 Page 4 VII. GOVERNING LAW 7. This Settlement Agreement is being consummated in the State of Florida and the performance by the Parties hereto is in the State of Florida. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or rising out of any matter pertaining to this Agreement shall be in Miami-Dade County, Florida. 8. The Parties warrant to each other that they have read this Settlement Agreement and that each has been represented by counsel before signing this Settlement Agreement IN WITNESS WHEREOF, the Parties have set their hands and seals on the day and date first written above. l-t BRILOR, LLC d/b/a AMIKA LOFT LOUNGE Vt~'1 ~1Tvv~1 Attest: CITY OF MIAMI BEACH ~GEliG(JN~ M ger APPROVED AS TO FORM & LANGUAGE FOR EXECUTION f21;-, !C9~ ~ l\::\Data_A-J\A1\.11KA SALE TO DEMIR\SETTLEMENT AGREEMENT.II.26.06.doc