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Home My WebLink AboutCRA-R-26-0019 Exhibit ASETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement ("Agreement") is made by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), ELECTRASERVE, INC., a Florida Corporation ("Electraserve"), SUFFOLK CONSTRUCTION COMPANY, INC., a Massachusetts Corporation ("Suffolk") and OSIB MIAMI WORLD CENTER PROPERTIES, LLC, a Delaware Limited Liability Company ("OSIB"). The CRA, Electraserve, Suffolk and OSIB are collectively referred to as the "Parties." The effective date of this Agreement shall be the date on which the last signature is affixed below ("Effective Date"). RECITALS WHEREAS, on or about February 21, 2017, the CRA, Miami First LLC, a Delaware limited liability company, Miami Third, LLC, a Delaware limited liability company, Miami Fourth, LLC, A Florida limited liability company, Miami A/I, LLC, a Delaware limited liability company, Miami SPE, LLC, a Florida limited liability company, Block G Phase I, LLC, a Florida limited liability company, Block G Phase 2 LLC, a Delaware limited liability company and Tower 2, LLC, a Delaware limited liability company, entered into that certain Amended and Restated Miami Worldcenter Economic Incentive Agreement with the joinder of Miami Worldcenter Holdings, LLC, a Delaware limited liability company, recorded on February 24, 2017 in Official Records Book 30433, Page 4958 of the Public Records of Miami -Dade County, as amended by First Amendment to the Amended and Restated Miami Worldcenter Economic Incentive Agreement dated November 15, 2021 and recorded November 16, 2021 in Official Records Book 32850, at Page 4845 of the Public Records of Miami -Dade County, Florida (collectively, the "EIA"). WHEREAS, OSIB is the successor to Miami A/I, LLC, a Delaware limited liability company, as owner of that certain real property located at 700 NE 2nd Avenue, Miami, FL 33132 ("the Property") which is subject to the terms of the EIA. WHEREAS, on or about December 26, 2019, OSIB, as owner, and Suffolk, as general contractor, entered into a Construction Agreement for the construction of the citizen at Miami World Center (the "Project") at the Property. WHEREAS, on or about January 8, 2020, Suffolk, as general contractor, and Electraserve, as subcontractor, entered into a subcontract with respect to the electrical work on the Project. #534292670_v2 WHEREAS, in accordance with the terms of various agreements, Electraserve, Suffolk and OSIB had certain obligations with respect to the Responsible Wages as that term is defined in the EIA (the "Responsible Wage Requirements") with respect to the Project arising under the EIA. WHEREAS, the CRA retained Harold H. Johnson Consulting Group, Inc. ("Johnson Consulting") to review compliance with the requirements of the EIA. Johnson Consulting alleged that Electraserve and its sub - subcontractors were not in compliance with the Responsible Wage Requirements of the EIA (the "Alleged Violations"). WHEREAS, the CRA issued a Notice of Violation, as may have been revised, amended, or supplemented, to Suffolk and OSIB based upon the Alleged Violations (the "Notice"). WHEREAS, OSIB, Suffolk and Electraserve dispute the Alleged Violations and the allegations in the Notice. WHEREAS, without any admission of liability and solely for the purpose of saving future litigation expenses and compromising and settling disputed claims, the Parties wish to fully resolve all disputes between them relating to the Alleged Violations and the Notice. NOW, THEREFORE, in consideration of the mutual benefits to be gained by this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, IT IS HEREBY AGREED as follows: 1. Recitals. The above recitals are true and correct and incorporated herein. 2. Settlement Payment. As consideration for this Agreement, and to fully resolve all disputes relating to the Alleged Violations and the Notice, Electraserve shall pay or cause to be paid to the CRA the settlement sum of $700,000.00 ("Settlement Sum") within twenty (20) days of the Effective Date, in full settlement of any and all claims which have been or could have been raised under the EIA arising out of or relating to the Alleged Violations. Payment of the Settlement Sum shall be made by check payable to the CRA and delivered to the CRA's Counsel, Holland & Knight, LLP, c/o William R. Bloom, Esq., 701 Brickell Avenue, Suite 3300, Miami, FL 33131. 3. CRA's Release. Effective upon receipt of the Settlement Sum in full, the CRA, on behalf of itself and its present and former officers, directors, employees, agents, successors, and assigns (collectively the "CRA Releasors") hereby remises, releases, acquits, satisfies, and forever discharges Electraserve, Suffolk, OSIB, all parties that could be liable under the EIA with respect to the Alleged Violations and the Notice, including but not limited to Miami First, LLC, Miami Third, LLC, Miami Fourth, LLC, Miami A/I, LLC, Miami SPE, LLC, Block G Phase #534292670_v2 1, LLC, Block G Phase 2, LLC, Tower 2, LLC, and Miami World Center Holdings, LLC, (the "CRA Releasees"), of and from all, and all manner of action and actions, cause and causes of action, arising under the EIA relating to the Alleged Violations or the Notice. 4. OSIB's Release. Effective upon the CRA's receipt of the Settlement Sum in full, OSIB, on behalf of itself and its present and former officers, directors, successors, and assigns (collectively the "OSIB Releasors") hereby remises, releases, acquits, satisfies, and forever discharges Electraserve and Suffolk (the "OSIB Releasees"), of and from all, and all manner of action and actions, cause and causes of action arising under the EIA relating to the Alleged Violations or the Notice. EXCEPT AS SPECIFICALLY PROVIDED IN THE PRECEDING SENTENCES, the OSIB Releasors do not release any claims arising from: (1) Electraserve's obligations under the Subcontract Agreement with Suffolk and the Contract Documents (that are not specifically released herein) including but not limited to (i) warranty, (ii) indemnity, (iii) latent defects; (iv) defective work; (v) insurable claims; and (vi) obligations surviving the completion and/or termination of the Subcontract; or (2) Suffolk's obligations under the Construction Agreement for the Project and the Contract Documents (that are not specifically released herein) including but not limited to (i) warranty, (ii) indemnity, (iii) latent defects; (iv) defective work; (v) insurable claims; (vi) the claims and defenses asserted by OSIB in the case styled CitizenM Miami Brickell Properties, LLC v. Suffolk Constr. Co., Case No: 2023-014521-CA01, pending in the Circuit Court for the Eleventh Judicial Circuit in and for Miami -Dade County, Florida (the "Action"). The Release provided herein is limited to the claims between the parties in connection with and arising from the CRA's claims. OSIB and Suffolk agree that OSIB will file a stipulation for dismissal with prejudice, with each party to bear their own fees and costs, relative to Count III of OSIB's Amended Complaint filed in the Action. 5. Suffolk's Release. Effective upon the CRA's receipt of the Settlement Sum in full, Suffolk, on behalf of itself and its present and former officers, directors, affiliates, parent companies, subsidiaries, related companies, shareholders, owners, members, managers, partners, employees, agents, representatives, attorneys, insurers, contractors, successors, predecessors and assigns (collectively the "Suffolk Releasors") hereby remises, releases, acquits, satisfies, and forever discharges Electraserve and its respective past, present, and future administrators, affiliates, assigns, attorneys, insureds, agents, servants, managers, representatives, legal representatives, partners, officers, directors, members, shareholders, trustees, insurers, employees, predecessors, successors, subsidiaries, related entities, and parent-companies/entities (and the respective officers, directors, #534292670_v2 shareholders, partners, managers, members, representatives and employees of any of the foregoing) (the "Suffolk Releasees"), of and from all, and all manner of action and 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 and demands whatsoever, in law or in equity, which the Suffolk Releasors ever had or now have, or which any personal representative, successor, heir or assign of said Suffolk Releasors have against the Suffolk Releasees, for, upon or by reason of any matter arising out of or relating to the Alleged Violations or the Notice. EXCEPT AS SPECIFICALLY PROVIDED IN THE PRECEDING SENTENCES, Suffolk does not release any claims arising from: Electraserve's obligations under the Subcontract Agreement with Suffolk and the Contract Documents (that are not specifically released herein) including but not limited to (i) warranty, (ii) indemnity, (iii) latent defects; (iv) defective work; (v) insurable claims; and (vi) obligations surviving the completion and/or termination of the Subcontract. The Release provided herein is limited to the Claims between the parties in connection with and arising from the CRA's claims. 6. Attorney's Fees. Each party shall bear its own attorneys' fees and costs relating to the Alleged Violations and the Notice. 7. Merger. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between the Parties with regard to the subject matter hereof. It is entered into without reliance on any statements, promises, warranties or representations, written or oral, other than those expressly contained herein, and it supersedes any other statements, promises, warranties or representations. This Agreement may not be varied, altered, amended or modified, and its provisions may not be waived, except by written agreement signed by all of the Parties, which specifically states it is amending the Agreement or waiving a requirement thereof. 8. Miscellaneous. The Parties declare, represent and warrant that they have the legal right to sign this Agreement and that the individuals signing this Agreement on behalf of each party has the authority to do so. The Parties and their counsel have participated jointly and at arms' length in the negotiation and drafting of this Agreement and for all purposes this Agreement shall be deemed to have been drafted jointly by the Parties and their counsel. In the event of an ambiguity or question of intent, this Agreement shall be construed as if drafted jointly by the Parties, hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. Each Party has knowledge of, has read, and fully understands and agrees to the terms set forth in this Agreement. This Agreement may be executed #534292670_v2 by original, electronic or facsimile signatures and in multiple counterparts, each of which shall be deemed an original. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK #534292670_v2 DATED: April 2026. ELECTRASERVE, INC. By: Dyan Nelson, President SUFFOLK CONSTRUCTION COMPANY, INC. By: OSIB MIAMI WORLD CENTER PROPERTIES, LLC By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: James McQueen, Executive Director #534292670_v2