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HomeMy WebLinkAbout02-1136 10-22-2002RESOLUTION NO. 02 -1136 A RESOLUTION APPROVING A COMPROMISE SETTLEMENT AGREEMENT WITH THRIFTY RENT -A-CAR SYSTEMS, INC., FOR UNPAID SHORT -TERM MOTOR VEHICLE RENTAL TAXES DUE FROM WILLARY METROPLEX, L.P., AND AUTHORIZING EXECUTION OF SUCH AGREEMENT BY THE CITY MANAGER. WHEREAS, Willary Metroplex, L.P., a franchisee of Thrifty Rent -A -Car Systems, Inc., operating a motor vehicle rental facility at Dallas Fort Worth International Airport filed for bankruptcy; and WHEREAS, at the time of such bankruptcy filing Willary Metroplex, L.P., owed unpaid short -term motor vehicle rental taxes to the City of Euless; and WHEREAS, Willary Metroplex, L. P., had no unsecured assets to pay creditors in such bankruptcy, including the City of Euless; and WHEREAS, Thrifty Rent -A -Car Systems, Inc., has denied any liability for payment of such unpaid short -term motor vehicle rental taxes owed by its franchisee at the time of its bankruptcy; and WHEREAS, however, through continuing negotiations Thrifty Rent -A-car Systems, Inc., has agreed to pay to the City of Euless the sum of $53,991.00 in full settlement of all claims with respect to such unpaid short-term motor vehicle rental taxes; and WHEREAS, the City of Euless is willing to accept such payment for the compromise and settlement of the differences between the parties. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EULESS, TEXAS: That the attached Compromise Settlement Agreement by and between Thrifty Rent - A -Car Systems, Inc., the City of Euless, Texas, and Dallas Fort Worth International Airport is approved and the City Manager for the City of Euless, Texas, is authorized to execute the agreement on behalf of the City. PASSED AND APPROVED by the City Council of the City of Euless, Texas, and effective, on this 22"' day of October, 2002, by a vote of 7 ayes, 0 nays, and 0 abstentions. APPROVED: Mary Li aleh, Mayor ATTEST: i . .G�� %,.iii Susan Crim, MC, City Secretary COMPROMISE SETTLEMENT AGREEMENT WHEREAS, a dispute has arisen between Thrifty Rent -A -Car Systems, Inc. ( "Thrifty") and the City of Euless ( "Euless ") regarding Thrifty's responsibility for short term motor vehicle rental taxes due from Willary Metroplex, L.P. for the period prior to February 1, 2001 ( "the Taxes "); and WHEREAS, Thrifty and Euless desire to resolve such disputes and Thrifty desires to insure that operations of its franchisees at the DFW Airport continue without interruption from the DFW Airport Board ( "the Board "); and WHEREAS, the parties have reached a settlement without the admission of liability on the part of any party; NOW, THEREFORE, for good and valuable consideration, the undersigned hereby agree as follows: 1. Thrifty shall immediately pay to Euless the sum of $53,991 in full settlement of all claims with respect to the Taxes. 2. The Board hereby consents to a sublease agreement between Thrifty and TRAC Team, Inc. ( "TRAC "), subject to all terms and conditions of the Concession and Lease Agreement between Thrifty and DFW. 3. Thrifty agrees to be responsible for prompt payment of all short term motor vehicle rental sales, property, or gross receipts taxes due from TRAC relating to its operations at the DFW Airport. 4. Euless hereby releases Thrifty from any and all claims, demands, actions or causes of actions relating to the Taxes, whether known or unknown and whether presently existing or COMPROMISE SETTLEMENT AGREEMENT - PAGE 1 Dallas3 806499 v 1, 1888100021 hereafter arising. 5. Euless represents that it is the holder and owner of all claims with respect to the Taxes and/or is authorized to act on behalf of any other taxing authority with a claim to the Taxes, and agrees to indemnify and hold Thrifty harmless from the claim of any taxing authority with respect to the Taxes. 6. Each of the undersigned represents that he or she is fully authorized to execute this Agreement on behalf of the designated party. 7. This instrument represents the entire agreement of the parties concerning settlement of their disputes and there are no other written or oral agreements between the parties other than as set forth herein. 8. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon and shall inure to the benefit of the undersigned parties and their respective successors and assigns and others claiming by and through them. 9. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Texas. 10. There are no representations, agreements, arrangements or understandings, oral or written, concerning the subject matter hereof, between and among the parties hereto, which are not fully expressed and incorporated herein by reference. 11. All parties understand and agree that as between the undersigned parties, this is a compromise resolution and settlement of disputed claims which is entered into by the parties primarily to avoid the uncertainty, time, trouble and expense of litigation, and such compromise, COMPROMISE SETTLEMENT AGREEMENT - PAGE 2 Dallasl 806499 v 1, 18882.00021 resolution and settlement shall not be taken as an admission of liability or fault on the part of anyone, but rather that such liability has been and is expressly denied. 12. The parties hereto acknowledge that this Agreement is fully and voluntarily entered into after the parties have had the opportunity to obtain the advice of counsel. Each party states that it has read this Agreement, has obtained advice of counsel, understands all of its terms and executes it voluntarily with full knowledge of its legal significance. 13. If any action, at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the non - prevailing party, which fees may be set by the Court in the trial of such action, or may be enforced in a separate action brought for that purpose, which fees shall be in addition to any other relief which may be awarded. 14. This Agreement may be signed in counterparts, each of which will be considered an original, but all of which together constitute one instrument. THRIFTY RENT -A -CAR SYSTEMS, INC. Date: /d - /}- dZ COMPROMISE SETTLEMENT AGREEMENT - PAGE 3 Dallas3 806499 v 1, 1888100021 LEGAL COUNSEL, DFW AIRPORT BOARD Approved . to form: :o • McF. and, City A may DFW AIRPORT BOARD BY: Date: CITY OF EULE BY: J ity Manag Date: COMPROMISE SETTLEMENT AGREEMENT - PAGE 4 Dallas3 806499 v 1, 18882.00021