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HomeMy WebLinkAboutExhibit - AgreementSETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is entered into effective as of the date it is fully executed, and is entered into by and between Marlins Stadium Developer, LLC, Marlins Stadium Operator, LLC, Florida Marlins, L.P. (now doing business as Miami Marlins, L.P.) (collectively referred to as the "Miami Marlins"), Double Play Company, Miami -Dade County, City of Miami (all of the foregoing collectively the "Marlins Parties"), and AIG Specialty Insurance Company, f/Wa American International Specialty Lines Insurance Company ("AIG Specialty"). The entities referenced above are collectively referred to as the "Parties." Recitals A. This Agreement relates to claims related to the construction of the new Marlins baseball stadium in Miami, Florida ("Stadium"). The Marlins Parties purchased a Pollution Legal Liability Policy Number 12119460 for the Policy Period from August 28, 2008 to August 28, 2018 (the "PLL") and a Contractors Pollution Liability Policy Number 25825364 for the Policy Period from July 1, 2009 to May 1, 2012 from American International Specialty Lines Insurance Company n/k/a AIG Specialty (collectively the "Policies"), B. The Parties participated in a mediation on Thursday, November 12, 2015, in Miami -Dade County, Florida and have reached a settlement of all Claims that the Marlins Parties now have or have had arising out of the Released Matters. C. This settlement Is subject to approval of the Miami City Commission and the Miami -Dade County Board of County Commissioners, D. In consideration of the foregoing and in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the parties, agree as follows: 11948449,1 Agreement 1. The above recitals are true and correct. 2. Definitions For purposes of this Agreement, the following terms shall hereinafter have the meanings set forth below: A. "Claims" shall mean all past, present and future demands for payment or other actions or obligations, including without limitation, suits, causes of action, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims, cross-claims, counter -claims, contribution claims, demands, requests, orders, mandates, requirements, liabilities and/or losses arising out- of or in any way related to the Released Matters (as defined in Paragraph 5 below). "Claims" does not include AIG Specialty's obligation to pay the Settlement Amount required in this Agreement. B. "Effective Date" shall mean the latest date of execution of this Agreement by any Party's authorized representatives. 3. Permanent And Dindina Resolution: This Agreement is a permanent and binding accord and resolution of the rights and obligations of the Parties with respect to all matters which are the subject of this Agreement. 4, Paymer)t By AIG Specialty: In consideration of the agreement by the Marlins Parties to release or procure the release of AIG Specialty to the full extent set forth in this Agreement, AIG Specialty agrees to pay the single and total sum of Two Million Three -Hundred Seventy -Five Thousand and 00/100 Dollars ($2,375,000.00) to the Marlins Parties without setoff for any past payments (the "Settlement Amount"). AIG Specialty shall make payment of the Settlement Amount within twenty (20) days of AIG Specialty's receipt of a fully executed copy of this Agreement pursuant to Section 23. Payment shall be made by check(s) or draft(s) to 2 11948449.1 Marlins Stadium Developer, LLC and shall be complete upon deposit in first-class mail to the offices of the above entities at 501 Marlins Way, Miami, FI.33126, 5, Release: For and in consideration of the promises contained herein, and other good and valuable consideration furnished, the receipt and sufficiency of which is hereby acknowledged, the Marlins Parties and their affiliates, successors, and assigns, hereby release, remise, and forever discharge AIG Specialty and any other company corporately affiliated with AIG Specialty, its predecessors in interest, or its parent companies (including, but not limited to, those entities identified on Exhibit 1 attached hereto and incorporated herein by this reference), and their predecessors, successors, assigns, parent corporations, subsidiaries, affiliates, and agents, and the officers, directors, employees, agents, attorneys, shareholders, and representatives of any of them (hereinafter referred to as "Releasees") from any and all duties, liabilities, responsibilities, or obligations for, related to, or with regard to any and all claims that the Marlins Parties now have or have had, whether known or unknown, direct or consequential, asserted or unasserted, arising out of or in connection with any claims against the Policies ("Released Matters"). Upon execution of this Release, the Releasees shall have no further duties or obligations except as expressly provided for In this Agreement, based upon, arising out of or related in any way to the AIG Specialty Policies with respect to the Released Matters. 6. Indemnification/Hold Harmless: 6.1 The Miami Marlins and their affiliates, successors, and assigns agree to indemnify, defend, and hold harmless AIG Specialty from and against any claims, potential claims or causes of action, demands, damages, losses, costs, and expenses, attorneys' fees, court costs, awards, settlements, judgments, penalties, fines, liens, actions or causes of action at law or in equity, whether direct or indirect, known, or unknown, foreseen or unforeseen arising out of or relating in any way to the Claims that the Marlins Parties now have or have had under the Policies, 3 11948449.1 6.2 The indemnity obligation defined in Section 6,1 and its subsections applies to any and all claims, judgments, demands, actions and causes of action arising out of the Claims that may be asserted by anyone claiming by, through, or under the Marlins Parties. 6,3 By granting this indemnity, it is the intention of the Miami Marlins that AIG Specialty will not, at any time, be called upon to pay any further sum to the Marlins Parties, or anyone claiming by, through or under the Marlins Parties, as a result of any Claims that the Marlins Parties now have or have had under the Policies 6.4 It is stipulated among the Parties, that the aforementioned indemnity language complies with the applicable laws of Florida and is valid and enforceable. 7. Confidentiality. It is understood and agreed that this Agreement is a public record and is subject to public meeting for approval by Miami -Dade County and the City of Miami. All of the negotiations leading to the Agreement and all of the communications generated pursuant to it, including information disclosed pursuant to the mediation process (collectively, "Confidential Compromise Material"), shall be kept strictly confidential and shall not be disclosed to any person, corporation, or other entity not a Party to this Agreement except (i) in response to a judicial order compelling disclosure or as may otherwise be required by law including Florida Statutes Chapter 119 and applicable public records laws or be necessary to defend or assert claims by or against any party hereto in a judicial proceeding, (ii) to owners, shareholders, and subsidiary, affiliate, associated, or parent companies of the Parties and their counsel, (iii) to AIG Specialty's reinsurers or its retrocessionaires, (iv) to any company engaged to make payments to the Marlins Parties on behalf of AIG Specialty, or (v) to auditors of or counsel to the Parties upon their request provided, however, that disclosure pursuant to subparts (iii) through (v) above shall only be made under appropriate assurances or circumstances of confidentiality. The Parties shall cooperate to protect the Confidential Compromise Material from disclosure and shall contest all requests, motions, or applications for 4 11948449.1 such Confidential Compromise Material. In the event of a request, motion or application seeking disclosure of the Confidential Compromise Material, the Party with knowledge of such request, motion, or application shall notify the other Party in writing immediately and in sufficient time for each Party to oppose such request, motion, or application. The Parties hereto may waive this provision (and any other provision of this Agreement) only if each Party hereto consents in writing. 8. No Admission: By entering into this Agreement, the Parties do not intend to make, nor shall they be deemed to have made, any admission of any kind. The Parties agree that they are entering into this Agreement solely as a business decision for the purposes of settling certain disputes between them and to avoid the cost of further litigation with respect to these disputes. This Agreement is the product of informed negotiations and compromises of previously stated legal positions. Nothing contained in this Agreement shall be construed as an admission by any Party as to the merit or lack of merit of any particular theory relating to the payment of claims arising out of or relating to the Marlins Parties' operations or any other type of claim. Statements made in the course of negotiations have been and shall be without prejudice to the rights of the Parties in any disputes or transactions with any other persons or entities not a party to this Agreement. This Agreement does not necessarily reflect the views of AIG Specialty as to the actual scope of coverage of its policies. With respect to all such matters or persons, the Parties hereby reserve all previously held positions and all other rights and privileges, 9. Use of Agreement: The Parties agree that this Agreement and any acts in the performance of this Agreement are not intended to be, nor shalt they in fact be, used in any case or other proceeding for any purpose, including, but not limited to, efforts to prove either the acceptance by any Party hereto of any particular theory of coverage or as evidence of any obligation that any Party hereto has or may have to anyone. Provided, however, that nothing contained in this section shall be interpreted to restrict the right of any Party (a) to disclose the 5 11948448,1 Agreement as permitted -by Section 6 herein, (b) to bring a claim or to introduce evidence predicated on a breach of this Agreement, or (c) to provide proof as to the fact of settlement and release provided herein if necessary to respond to a suit or claim, 10. Protection Afforded: In addition to the confidentiality provisions contained herein and not by way of limitation thereof, this Agreement shall be deemed to fall within the protection afforded compromises and offers to compromise by Rule 408 of the Federal Rules of Evidence and any similar state law provision. 11, No Precedential Value: This Agreement is without prejudice or value as precedent and shall not be used in any proceeding or hearing to create, prove, or interpret the obligations under, or terms and conditions of, any other agreement or any insurance policy. 12. Agreement Is Not A Policy Of Insurance: This Agreement is not a policy of insurance, and the Parties do not intend that it will be interpreted as such. 13. Entire Agreement; This Agreement and Exhibit 1 attached hereto constitutes the entire Agreement between the Marlins Parties and AIG Specialty regarding the claims under the AIG Specialty Policies with respect to the matters released hereunder (but shall not nullify, affect, or otherwise modify the terms of any other agreement between the Mariins Parties and AIG Specialty or for the benefit of AIG Specialty or the Marlins Parties which is related to the AIG Specialty Policies including, but not limited to, any indemnification agreement, promissory note, credit agreement, or retrospective premium agreement). Except as explicitly set forth in this Agreement, there are no representations, warranties, or inducements, whether oral, written, expressed, or implied, that in any way affect or condition the validity of this Agreement or any of its conditions or terms, All prior negotiations, oral or written, are merged in this Agreement. 14, No Assignment: The Marlins Parties warrant as of the Effective Date of this Agreement that it has not assigned, conveyed, or otherwise transferred any claims, demands, causes of action, rights, or obligations related in any way to the AIG Specialty Policies or any 6 11948449.1 proceeds thereof, or to the claims, losses, and expenses released herein, to any other person or entity, nor shall the Marlins Parties hereafter do so. 15. Knowledge of Other Claims: The Marlins Parties warrant and represent that as of the Effective Date of this Agreement the Marlins Parties are not aware of any other possible claims or actual claims related to the Policies against any of the Marlins Parties relating to the Stadium property. 16. Other Assurances: Each Party hereto shall provide such further and other written assurances necessary to effectuate the terms and intent hereof. In the event that any Party seeks a Court Order determining that the settlement was effective and/or in good faith, the Parties, to the fullest extent possible, shall cooperate and assist each other in obtaining said good faith settlement determination. 17. Applicable Law; This Agreement shall be interpreted under and governed by the laws of the State of Florida without regard to general principles of choice of law which might otherwise call for the application of a different state's or jurisdiction's law. 18. Authorship: The Parties agree that this Agreement reflects the joint drafting efforts of all Parties. In the event any dispute, disagreement or controversy arises regarding this Agreement, the Parties shall be considered joint authors and no provision shall be interpreted against any Party because of authorship or because AIG Specialty is an insurance company. Each Party also agrees that it is fully informed as to the meaning and intent of this Agreement and has been advised by independent counsel of its choosing in that regard. 19. Execution: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, 20. Amendment: This Agreement may not be amended or modified except by a written instrument signed by the duly authorized representatives of all of the Parties. 7 11948449.1 21. Headings: The headings of sections are designed to facilitate ready reference to subject matter and shall be disregarded when resolving any dispute concerning the meaning or interpretation of any language contained in this Agreement. 22, Severability In the event that any of the provisions of this Agreement are deemed to be invalid and unenforceable, those provisions shall be severed from the remainder of this Agreement. 23. Notices: Any statements, communications or notices to be provided pursuant to this Agreement shall be sent by certified mail to the attention of the Parties indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) To the Miami Marlins: Miami Marlins, L.P. 501 Marlins Way Miami, FL 33125 With a Copy To: Jeffrey R. Appelbaum, Esq. Thompson Hine, LLP 3000 Key Center, 127 Public Square Cleveland, OH 44114 (b) To Miami -Dade County: Miami -Dade County Stephen P. Clark Center 111 N.W. 1st Street, Suite 2.910 Miami, Florida 33123 (c) To City of Miami: City of Miami 3500 Pan American Drive Miami, FL 33133 (d) To AIG Claims, Inc. Mr. Frederick Jahn AIG Specialty Insurance Senior Vice President 8 11848449.1 Environmental Specialty Claims I AIG Property Casualty 1O1 Hudson Street, 81=Floor Jersey City, New Jersey 07302 With a Copy To: Gwynne A. Young, Esq. Carlton Fields Jorden Burt, PA 4221W,Boy Scout Boulevard, Suite 10OD Tampa, Florida 38007 24, Authorfty and, Binding Effect, (a) The individuals signing this Agreement and the Parties on whose behalf such individual are signing hereby represent and warrant that they are empowered and authorized to sign on behalf of and bind the Parties for whom they have signed in all respects. (b) This Agreement shall be binding upon and shall inure to the benefit of the PorUes, their htWro. successors, assigns, affiUatad companies, subsidiaries, parents, stockholders, principals, agents and predecessors |ninterest thereto. 25. If either AIG Specialty or the Miami Marlins is required to bring an action to enforce this agreement, the prevailing Party shall he entitled to their reasonable attorneys' fees and costs of that action. WE, THE UNDERSIGNED, HEREBY CERTIFY THAT VVEHAVE READ THIS ENTIRE AGREEMENT AND HAVE HAD THE TERMS USED HEREIN AND THE CONSEQUENCES HEREOF EXPLAINED BYOUR RESPECTIVE ATTORNEYS. VVEFULLY UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT AND BASED UPON SUCH, EXECUTE IT. IN WITNESS WHEREOF, the Parties have executed this Agreement bVtheir duly authorized representatives, Miami Florida Marlins, L.P.) N 11948449.1 Marlins LLC By: W�� /_Lj-./4 Double Play Co pang By: U Its: Date:_ City of Miami 0 Its: Date: Marlins Stadium 0tor, LLC By, "1101 7 Its: Date: Miami -Dade County By: Its: Date: AIG Specialty Insurance Company, f/k/a American International Specialty Lines Insurance Company By: AIG Claims, Inc., its authorized claims handling representative Its: Date: 10 11948449.1 Exhibit - 1, AIG Aerospace Adjustment Services, Inc,, (f/k/a Chartis Aerospace Adjustment Services, Inc, f/k/a AIG Aviation Adjustment Services, Inc.) AIG Assurance Company (f/k/a Chartis Casualty Company f/k/a American International South Insurance Company and also American Global Insurance Company) AIG Claims, Inc. (f/k/a Chartis Claims, Inc. f/k/a AIG Domestic Claims, Inc. and also AIG Claim Services, Inc. and also American International Adjustment Company, Inc,; successor in interest to AIG Technical Services, Inc.) AIG Claim Services of Nevada, Inc. AIG Europe, Limited AIG Insurance Company of Canada (f/k/a Chartis Insurance Company of Canada f/k/a AIG Commercial Insurance Company of Canada and also Commerce and Industry Insurance Company of Canada) AIG Property Casualty Company (f/k1a Chartis Property Casualty Company f/k/a AIG Casualty Company and also Birmingham Fire Insurance Company of Pennsylvania) AIG Property Casualty Inc, (f/k/a Chartis, Inc,) AIG Property Casualty U.S,, Inc. (f/k/a Chartis U.S., Inc.; and successor in interest to the "old" Chartis Inc. f/k/a AIU Holdings, Inc, and also AIG Property Casualty Group, Inc.)) AIG Property Casualty International, LLC (f/k/a Chartis International, LLC) AIG PC Global Services, Inc. (f/k/a Chartis Global Services, Inc.) AIG Specialty Insurance Company (f/k/a Chartis Specialty Insurance Company f/k/a American International Specialty Lines Insurance Company and also American International Surplus Lines Insurance Company and also Alaska Insurance Company) AIU Insurance Company (f/k/a American International Insurance Company and also Pacific Insurance Company of New York) American Home Assurance Company American International Group, Inc, Chartis Excess Limited (f/k/a AIG Excess Liability Insurance International Limited and also Starr Excess Liability Insurance International Limited) Chartis Global Investigations, Inc, (f/k/a AIG World Investigative Resources, Inc.) Chartis Marine Adjusters, Inc. (f/k/a Al Marine Adjusters, Inc,) Commerce and Industry Insurance Company Granite State Insurance Company Illinois National Insurance Co. Lexington Insurance Company (and successor in interest to Chartis Select Insurance Company (f/k/a AIG Excess Liability Insurance Company Ltd, and also Starr Excess Liability Insurance Company Ltd.) National Union Fire Insurance Company of Pittsburgh, Pa. (and successor in interest to Audubon Indemnity Company, Audubon Insurance Company, National Union Fire Insurance Company of Louisiana and Landmark Insurance Company) National Union Fire Insurance Company of Vermont New Hampshire Insurance Company Specialty Claims Consultants, Inc. (f/k/a Global Loss Prevention, Inc.) The Insurance Company of the State of Pennsylvania 11 11948449.1 DISTRIBUTION AGREEMENT This Distribution Agreement ("Agreement") is entered into between Miami -Dade County (the "County"), the City of Miami (the "City"), Marlins Stadium Developer, LLC (the "Marlins"), Marlins Stadium Operator, LLC, Florida Marlins, L.P. (now doing business as Miami Marlins, L.P.), and Double Play Company on the day of , 2016. The entities referenced above are collectively referred to as the "Parties." RECITALS WHEREAS, the City, the County, and the Marlins entered into a Construction Administration Agreement, and the City, the County and Florida Marlins, L.P. entered into a Baseball Stadium Agreement (such agreements collectively referred to herein as the "Stadium Agreements") in conjunction with the construction of the Miami Marlins ballpark (`Ballpark") and public infrastructure work related thereto (jointly referred to as the "Project"); and WHEREAS, in accordance with the Stadium Agreements, the Parties procured a Pollution Legal Liability Policy Number 12119460 for the Policy Period from August 28, 2008 to August 28, 2018 (the "PLL") and a Contractors Pollution Liability Policy Number 25825364 for the Policy Period from July 1, 2009 to May 1, 2012 (collectively the "Policies") with coverage limits of $8 million from American International Specialty Lines Insurance Company n/k/a AIG Specialty Insurance Company ("AIG Specialty"); and WHEREAS, the Parties tendered a claim on the Policies relating to the construction of the Project; and WHEREAS, the Parties and AIG mediated this dispute on November 12, 2015; and WHEREAS, at mediation, AIG agreed to pay a total of $2,910,142.13 in full and final settlement of the claim ("Proceeds"); and WHEREAS, the Parties and AIG entered into a settlement agreement subject to approval by the City Commission and the County Commission, which settlement agreement is attached as Exhibit A; and WHEREAS, accordingly, the Parties desire to enter into this Agreement in order to set forth how the Proceeds should be divided amongst the Parties; and WHEREAS, as the Parties have reasonably determined that 73.3% of the remediation costs were incurred in relation to construction of the Ballpark and 26.7% of the remediation costs were incurred in relation to the construction of the public infrastructure work, the Parties desire to allocate the Proceeds based on this same distribution, acknowledging that the City and the County each funded one-half of the public infrastructure work; and WHEREAS, specifically, the Parties desire to distribute the Proceeds so that the Ballpark receives 73.3% of the Proceeds, to be deposited into the Capital Reserve Fund, and the County and the City each receiving 13.35% of the Proceeds, less attorneys' fees and costs and, with respect to the City, less the deductible; and WHEREAS, in accordance with the Stadium Agreements, the City is required to pay the $50,000 deductible on the Policies; and WHEREAS, this Agreement is subject to the approval of the City Commission and the County Commission, NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the Parties agree as follows: 1. The above recitals are true and correct and are fully incorporated by reference as if set forth herein and are deemed approved by the Parties. 2. The Parties agree to the distribution of the Proceeds amongst them as follows: 3. Within thirty (30) days of the Marlins' receipt of the Proceeds from AIG, the Marlins shall: a. Deposit $2,304,575.60 into the Capital Reserve Fund (as such term is defined in the Construction Administration Agreement); b. Remit $327,918.20 to the County c. Remit $277,918.20 to the City 4. Entire Agreement: This Agreement constitutes the entire Agreement between the Parties regarding the distribution of Proceeds arising from the claims made under the Policies. This Agreement shall not nullify, affect, or otherwise modify the terms of any other agreement between the Parties, including, but not limited to, the Stadium Agreements, the Operating Agreement, the City Parking Agreement, the Assurance Agreement, and the Non -Relocation Capital Reserve Fund County City 73.3% 13.35% 13.35% $2,910,142.13 $2,133,134.00 $388,504.00 $388,504.00 Settlement from AIG $50,000 Deductible $ (50,000) Re -distribution of $36,650.00 $6,675.00 $6,675.00 deductible Reimbursement for $134,593.62 $ (67,296.81) $ (67,296.81) Attorneys' Fees and Costs (Total $504,095.91) Net Payment $2,304,377.62 $327,882.19 $277,882.19 3. Within thirty (30) days of the Marlins' receipt of the Proceeds from AIG, the Marlins shall: a. Deposit $2,304,575.60 into the Capital Reserve Fund (as such term is defined in the Construction Administration Agreement); b. Remit $327,918.20 to the County c. Remit $277,918.20 to the City 4. Entire Agreement: This Agreement constitutes the entire Agreement between the Parties regarding the distribution of Proceeds arising from the claims made under the Policies. This Agreement shall not nullify, affect, or otherwise modify the terms of any other agreement between the Parties, including, but not limited to, the Stadium Agreements, the Operating Agreement, the City Parking Agreement, the Assurance Agreement, and the Non -Relocation Agreement, Except as explicitly set forth in this Agreement, there are no representations, warranties, or inducements, whether oral, written, expressed, or implied, that in any way affect or condition the validity of this Agreement or any of its conditions or terms, All prior negotiations related to the subject matter hereof, oral or written, are merged into this Agreement. 5. Applicable Law: This Agreement shall be interpreted under and governed by the laws of the State of Florida without regard to general principles of choice of law which might otherwise call for the application of a different state's or jurisdiction's law. 6. Authorship: The Parties agree that this Agreement reflects the joint drafting efforts of all Parties. In the event any dispute, disagreement or controversy arises regarding this Agreement, the Parties shall be considered joint authors and no provision shall be interpreted against any Party because of authorship. 7. Execution: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. Amendment: This Agreement may not be amended or modified except by a written instrument signed by the duly authorized representatives of all of the Parties. 9. Severability: In the event that any of the provisions of this Agreement are deemed to be invalid and unenforceable, those provisions shall be severed from the remainder of this Agreement. 10. Notices: Any statements, communications or notices to be provided pursuant to this Agreement shall be sent by certified mail to the attention of the Parties indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) To the Marlins: ATTN: David P. Samson Miami Marlins, L.P.501 Marlins Way Miami, FL 33125 With a Copy To: ATTN: Ashwin Krishnan Miami Marlins, L.P. 501 Marlins WayMiami, FL 33125 (b) To the City. City Attorney 444 SW 2"d Avenue, 9th Floor Miami, Florida 33130 (c) To the County. With a Copy To: 11. Authority and BindingEffect: ffect: (a) The individuals signing this Agreement and the Parties on whose behalf such individual are signing hereby represent and warrant that they are empowered and authorized to sign on behalf of and bind the Parties for whom they have signed in all respects. (b) This Agreement shall be binding upon and shall inure to the benefit of the Parties, their heirs, successors, and assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives. Miami Marlins L.P. (f/k/a Florida Marlins, L.P) Marlins Stadium Developer, LLC am Its: Date: go Its: Date: Double Play Company Marlins Stadium Operator, LLC By: By: Its: Its: Date: Date: City of Miami By: Its: Date Miami -Dade County Its: Date: