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HomeMy WebLinkAboutExhibit A - Draft Settlement AgreementSETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is entered into this_ day of April, 2022by and among The Most Revered Thomas G. Wenski, as Archbishop of the Archdioceses of Miami ("Wenski") and The City of Miami, FL ("City of Miami") and Miami -Dade County ("Miami - Dade") (each a "Party," and, collectively, the "Parties"). RECITALS WHEREAS, Wenski filed a Complaint on April 9, 2013 (amended on July 6, 2016) styled The Most Revered Thomas G. Wenski, as Archbishop of Archdioceses of Miami v. The City of Miami, FL, Miami -Dade County Circuit Court No. 2013-12523 CA 06 ("Lawsuit"), which included allegations related to violations by the City of Miami of the Bert J. Harris, Jr. Private Property Rights Protection Act; and WHEREAS, the City of Miami filed its Motion to Dismiss Amended Complaint on July 25, 2016; which Motion to Dismiss remains pending; and WHEREAS, the City of Miami denies liability regarding all of Wenski's claims; and WHEREAS, the Parties have engaged in good faith settlement negotiations in an effort to resolve the Lawsuit; and WHEREAS, to avoid the expense, inconvenience and uncertainties of litigation, the Parties wish to amicably resolve the claims set forth in the Lawsuit, and any all claims that were or could have been asserted by any of the Parties in the Lawsuit; and WHEREAS, Section 70.001(4)(c), Florida Statutes, contemplates and enumerates various settlements to resolve claims under the Bert J. Harris, Jr. Private Property Rights Protection Act and further provides that if a settlement offer is accepted, before or after filing an action, the governmental entity may implement the settlement offer by appropriate development agreement; and WHEREAS, it is found that the relief granted herein protects the public interest served by the regulations at issue and is the appropriate relief necessary to prevent the governmental regulatory effort from inordinately burdening the real property; and WHEREAS, the Parties have agreed to enter into this Agreement to resolve all claims asserted among them in the Lawsuit; and NOW, THEREFORE, in consideration for good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the Parties hereby agree as follows in full and complete resolution of the Lawsuit: 1. The foregoing recitals are true and correct and are incorporated herein as material terms of this Agreement. 2. Development Agreement. The Parties have agreed that Wenski will submit to the City of MIAMI 9167314.1 73664/42965 2/4/2022 9:29 AM Miami the Development Agreement, attached and incorporated as Exhibit "A", to allow certain development on the property in accordance with such Development Agreement, which the City Administration supports and will support during the public hearing process. Such Development shall be subject to review and recommendation by the City of Miami's Planning, Zoning and Appeals Board and will be subject to City Commission approval pursuant to local and state laws. Nothing herein guarantees any particular outcome before the City Commission and the approval of this Agreement by the City Commission is not intended to, and will not, imply or require any specific outcome before the City Commission upon the hearing of the Development Agreement. 3. Non -Disparagement. The Parties agree that they will not make any statements or remarks, or cause to be published which could harm or injure the business or reputation of each other. The Parties agree that the City of Miami and Miami -Dade shall abide by all laws and regulations related to public records notwithstanding this provision. 4. Mutual General Releases: Except for the Parties' obligations under this Agreement, the Parties agree as follows: A. WENSKI, hereby releases, acquits, and forever discharges the City of Miami and Miami - Dade County including all employees, officers, directors, commissioners, members, trustees and investors (collectively "City of Miami Releasees") from any and all manner of actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims for principal, interest, attorneys' fees, costs, direct, consequential or special and punitive damages, judgments; executions, claims and demands whatsoever, in law or in equity, which Plaintiff ever had, now have, or may have against City of Miami Releasees from the beginning of time to the present, relating to the Lawsuit. This Release, however, shall not affect the rights and obligations of the Parties set forth in this Agreement. B. City of Miami and Miami -Dade County hereby release, acquit and forever discharge WENSKI, including all employees, shareholders, officers, directors, members, trustees, beneficiaries, partners, insurers, attorneys of Wenski (collectively "Wenski Releasees") from any and all manner of actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims for principal, interest, attorneys' fees, costs, direct, consequential or special and punitive damages, judgments; executions, claims and demands whatsoever, in law and in equity, accrued or unaccrued, known or unknown, which City of Miami and Miami -Dade County ever had, now has, against Wenski Releasees from the beginning of time to the present relating to the Lawsuit. Notwithstanding the foregoing, City reserves all rights provided for in the Development Agreement which shall be attached hereto to and included herein upon final approval by the City Commission. This Release, however, shall not affect the rights and obligations of the Parties set forth in this Agreement or the Development Agreement approved by the City Commission. 5. Order of Dismissal. Upon execution of this Agreement, the Parties will file a Stipulation MIAMI 9167314.1 73664/42965 2/4/2022 9:29 AM for Entry of an Order of Dismissal which will provide for the (1) dismissal of the Lawsuit; (2) each Party to bear its own attorneys' fees and costs; and (3) reservation of jurisdiction to enforce the Agreement as necessary. The forms of the Stipulation and Order of Dismissal are attached hereto as Exhibit "C". 6. No Admission of Liability: Each Party expressly recognizes that this Agreement shall not in any way be construed as an admission by any Party hereto of any unlawful or wrongful acts or omissions whatsoever with respect to the Lawsuit. This Agreement shall not be admissible in any proceeding as evidence of any admission of liability. 7. Authority to Enter into Agreement: Each Party represents that it has truthfully represented themselves and their identities to the other Parties and that it has the authority to enter into, execute, and perform this Agreement on its behalf and on behalf of any other person or entity as represented in this Agreement. 8. Non -Assignability or Transferability of Claims: Each Party warrants, declares and represents that no part of any asserted or assertable claims have been assigned or transferred, and that each Party has full, exclusive, and unencumbered right, title and interest in and to such asserted or assertable claims. 9. Binding Nature of Agreement: This Agreement shall be binding upon each of the Parties and upon their respective, administrators, representatives, assigns and successors and shall inure to the benefit of each party and their respective heirs, administrators, representatives, successors, and assigns. 10. Governing Law and Jurisdiction: This Agreement shall be deemed to be made and entered into in the State of Florida, and shall, in all respects be interpreted, enforced and governed under the laws of Florida. The Parties agree that any litigation brought to enforce this Agreement shall lie exclusively in the state court of Miami -Dade County, Florida. 11. Interpretation: This Agreement has been negotiated by and between the Parties and shall not be construed against either party as the "drafter" of the Agreement. MIAMI 9167314.1 73664/42965 2/4/2022 9:29 AM 12. Modification of Agreement: This Agreement may not be amended, revoked, changed, or modified in any manner, except upon a written agreement executed by all Parties. 13. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. 14. Entire Agreement: This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any and all prior agreements or understandings between the Parties. 15. Headings: The headings of the provisions herein are intended for convenient reference only, and the same shall not be, nor be deemed to be, interpretative of the contents of such provision. 16. Signatures in Counterparts: This Agreement may be executed in counterparts, each of which shall be taken to be one and the same instrument, as if all Parties had executed the same signature page. A fax or scanned e-mail copy of any parry's signature shall be deemed as legally binding as an original signature. 17. Effective Date: The Effective Date of this Agreement shall be the date that its execution is completed by all Parties. IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed the foregoing Settlement Agreement on the below -listed dates: THE MOST REVERED THOMAS G. WENSKI, AS ARCHBISHOP OF THE ARCHDIOCESES OF MIAMI By: THE CITY OF MIAMI, FLORIDA, a Municipal Corporation By: Dated: Its: Dated: MIAMI-DADE COUNTY By: Its: Dated: MIAMI 9167314.1 73664/42965 2/4/2022 9:29 AM