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HomeMy WebLinkAboutExhibitIN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI- DADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO.: 13-12967 CA 04 CITY OF MIAMI, Plaintiff, vs. GROVE KEY MARINA, INC., Defendant. SETTLEMENT AGREEMENT AND RELEASE. This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made and entered into this 23' d day of July, 2015, by and between the City of Miami, a municipal corporation (the "City"), and Grove Key Marina, Inc. ("Grove Key Marina"). The City and Grove Key Marina are collectively the "Parties." WITNESSETH: WHEREAS, in 1976, the Commission of the City of Miami ("Commission") passed and adopted Resolution 76-307 authorizing and directing the City Manager to execute a lease agreement ("Lease") with Grove Key Marina, Inc.; and WHEREAS, the Lease was entered into on April 1, 1976; and WHEREAS, the Lease terminated on June 22, 2012; and WHEREAS, on June 25, 2012, the City and Grove Key Marina entered into a Revocable License Agreement in order to continue uninterrupted revenue to the City, uninterrupted service to the patrons of the waterfront marine facility and uninterrupted service to the patrons of the fueling services; and WHEREAS, the City filed suit alleging declaratory judgment and breach of contract in the lawsuit styled City of Miami v. Grove Key Marina, Inc., Case No.: 13-12967 CA 04; and WHEREAS, the City and Grove Key Marina, have entered into a Settlement Agreement and Release as a means to completely settle and resolve any and all claims between them as they pertain to the above -referenced case. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the rent credit described herein, and for other consideration, the receipt and sufficiency of all such consideration being expressly acknowledged by each of the Parties, the Parties agree to resolve 1 this matter, and any and all pending and potential claims and defenses of the City and Grove Key Marina against each other, and all future assigns, and all persons, firms and corporate entities affiliated with each of them, arising from this lawsuit, including, but not limited to, the Commission's action in authorizing this lawsuit pursuant to Resolution 13-0074, as follows: 1. Recitals. The above recitals are hereby made a part of this Agreement as if fully set forth herein. 2. Rent Credit. The City shall issue a rent credit to Grove Key Marina in the amount of $50,000.00 ("Rent Credit") in full and final resolution of all claims and potential claims of Grove Key Marina, including any claims for costs and attorney's fees, related directly or indirectly in any way to this lawsuit, Grove Key Marina shall be issued a one-time rent credit in the amount of $50,000.00 upon final Commission approval of this Agreement. Thereafter, payment to the City shall resume in accordance with the Revocable License Agreement ("RLA") entered into by the parties on February 19, 2013, as amended on December 30, 2014. In the event the Rent Credit is not fully issued prior to termination of the RLA, the City shall pay Grove Key Marina the amount of the credit that may then be outstanding within 15 days of termination. 3, Mutual Release. Upon execution of this Agreement, the City knowingly and voluntarily releases, waives, and forever discharges any and all claims, rights, demands, causes of actions, damages of any kind whatsoever, known or unknown, foreseen or unforeseen, foreseeable or unforeseeable, and any consequences thereof, which the City may have against Grove Key Marina and all future assigns, persons, firms and corporate entities affiliated with each of them, including all sureties and/or bonding companies, in connection with this lawsuit. The City also acknowledges and agrees that this release and waiver bars any claim or demand for damages, costs, fees, or other expenses, including attorneys' fees, incurred in connection with this lawsuit, including, but not limited to, the Commission's action in authorizing this lawsuit pursuant to Resolution 13-0074, Upon execution of this Agreement, Grove Key Marina, all future assigns, persons, including but not limited to Scott Wessel, firms and corporate entities affiliated with each of them, knowingly and voluntarily releases, waives, and forever discharges any and all claims, rights, demands, causes of actions, damages of any kind whatsoever, known or unknown, foreseen or unforeseen, foreseeable or unforeseeable, and any consequences thereof, which Grove Key Marina may have against the City and all future assigns, persons, firms and corporate entities affiliated with each of them, including all sureties and/or bonding companies, in connection with this lawsuit, including, but not limited to, the Commission's action in authorizing this lawsuit pursuant to Resolution 13-0074, Grove Key Marina also acknowledges and agrees that this release and waiver bars any claim or demand for damages, costs, fees, or other expenses, including attorneys' fees, incurred in connection with this lawsuit, including, but not limited to, the Commission's action in authorizing this lawsuit pursuant to Resolution 13-0074. Except as set forth herein, the Parties fully, finally and forever resolve and release any and all disputes they may have or believe themselves to have against each other with respect to the lawsuit, including, but not limited to, the Commission's action in authorizing this lawsuit pursuant to Resolution 13-0074, whether those disputes are presently known or unknown, suspected or unsuspected. 2 4, Dismissal with prejudice. Upon final approval of this Agreement by the Commission, the City and Grove Key Marina will file a joint stipulation dismissing this lawsuit with prejudice. 5 Acknowledgment, The Parties acknowledge that they have each been represented by counsel, have read and understand the foregoing, and that the terms of this Agreement are voluntarily accepted by all Parties for the purpose of making a full and final compromise, adjustment and resolution of any and all claims, disputed or otherwise. 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, 7. No Third -Party Benefit, No statements or agreements set forth in this Agreement shall in any way inure to the benefit of any third person, unless otherwise provided for in this Agreement. This Agreement shall not create or give to any third person or entity any right, claim, benefit, defense, or cause of action against any Party hereto nor shall it be construed as an admission by any Party that any compensation is owed to any third person not specifically identified in this Agreement. 8. Copies of Signatures. The Parties agree photographic and electronic copies of a signature shall be accepted as an authentic, original signature. 9, Authorized Corporate Action. The undersigned, by their signatures, individually or as a corporation as the case may be, represent that this Agreement and execution hereof has been duly authorized by all necessary corporate actions and that they are duly authorized and empowered to execute this release and to bind the Parties to the matter set forth herein. 10. Integration/Merger. This Agreement embodies the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes all prior representations, statements, and agreements, both written and oral. 11. No Interpretation Against Drafter. This Agreement is the product of negotiation between the Parties and there shall be no interpretation against either Party. 12. Non -Admission Clause. By entering into this Agreement, neither party admits to any liability or wrongdoing whatsoever and both parties expressly deny any and all such liability or wrongdoing. It is agreed and understood that this settlement is a compromise of a disputed claim. 3 IN WITNESS WHEREOF, the Parties have knowingly, freely and voluntarily hereunder set their hands to this seal this day of , 2015. ATTEST: GROVE KEY MARINA, INC. By: Scott Wessel, President ATTEST: CITY OF MIAMI, FLORIDA Todd B. Hannon City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney 4 Daniel J. Alfonso City Manager