3098 Alton Rd - Settlement Agreement_EXECUTEDSETTLEMENT AGREEMENT AND RELEASE BY AND BETWEEN
3098 AL TON ROAD, LLC, AND THE CITY OF MIAMI BEACH, FLORIDA
This Settlement Agreement and Release ("Agreement"), is made and entered into this 31 st
day of March , 2021 ("Execution Date"), by and between 3098 AL TON ROAD , LLC, SAFE
HARBOR EQUITY MANAGERS , LLC , RALPH SERRANO a/k/a Ralph Serrano a/k/a Lauro
Rafael Serrano Jr. a/k/a Lauro R. Serrano , Jr., and CARLOS RIVERA , (collectively "3098 AL TON
ROAD , LLC") and The City Of Miami Beach , Florida ("City"). 3098 AL TON ROAD , LLC and the
City are jointly referred as the "Parties".
RECITALS
WHEREAS , this matter is pending before the Honorable Jennifer Bailey , Miami Dade
Circuit Court judge , Case No . 2018-039378-CA-01 (the "Action"); and
WHEREAS , 3098 AL TON ROAD , LLC and the City wish to avoid the expense , delay and
uncertainty of lengthy litigation and appeals, and agree it is in their respective mutual best
interests to resolve their disputes ; and
WHEREAS , 3098 AL TON ROAD , LLC and the City engaged in settlement negotiations
and entered into a tentative settlement as described herein to settle all claims in the lawsuit,
subject to approval by the Mayor and City Commission ; and
WHEREAS, on March 17, 2021 , in Resolution 2021-21636 , attached as Exhibit "A ", the
City Commission approved the tentative settlement between 3098 AL TON ROAD , LLC and the
City; authorized the City Manager and City Attorney to take the necessary and appropriate steps
for the implementation thereof; and further authorized the Mayor and City Clerk to execute any
documents and/or agreements to effectuate the terms of the settlement.
NOW, THEREFORE , in consideration of the mutual promises, agreements , undertakings ,
representations , releases and covenants contained herein , and for other good and valuable
consideration, the sufficiency of which are hereby acknowledged by the Parties , and with the
intent to be legally bound , 3098 AL TON ROAD , LLC and the City hereby agree as follows :
1. Settlement. 3098 AL TON ROAD , LLC hereby settles and compromises all cla ims
of any kind or nature (including any claims for attorney's fees and costs), which 3098 AL TON
ROAD , LLC had or may have had against the City for issues relating to or arising of the Action
that 3098 AL TON ROAD , LLC has attributed to the City , and the City hereby settles and
compromises all claims of any kind or nature (including any claims for attorney's fees and costs),
which the City has or may have had against 3098 AL TON ROAD , LLC relating to the 3098 Alton
Road property (located at 3098 Alton Road , Miami Beach, Florida) (the "Property") up through
and including the date of this Agreement except as described below . The Parties acknowledge
that this Settlement is a compromise of the damages 3098 AL TON ROAD , LLC is seeking and of
the liens the City is asserting .
2 . Settlement Terms . In consideration for the releases executed herein , 3098 AL TON
ROAD , LLC and City agree as follows:
a. Within ten (10) days of the Execution Date of this Agreement, City shall pay
3098 AL TON ROAD , LLC the sum of Two Hundred Fifty Thousand Dollars and No Cents
($250 ,000) of which payment shall be made by check 3098 AL TON ROAD , LLC and delivered to
AGENTIS PLLC, 55 Alhambra Plaza, Suite 800, Coral Gables, Florida 33134 ;
b. Within thirty (30) days of the Execution Date of this Agreement, the City will
issue and record Satisfaction of Liens for the following priority liens:
i. Lien recorded on March 26 , 2018 in Official Records Book 30909 at
Page 4429 for ZV2017-00830; ZV2017-00928 ; and ZV2017-00968 ;
and
ii. Lien recorded on May 8, 2019 in Official Records Book 31433 at Page
4741 for ZV2018-01587 .
c. Within thirty (30) days of the issuance of the Affidavit in Compliance in
connection with the following case pending before the Special Master in and for the City of Miami
Beach , Florida :
i. SMB2019-000298 ;
the City will waive all fines association with the underlying Building Department violation and
dismiss the proceeding. To the extent that a lien has been recorded , the City will direct the Clerk
of the Special Master to issue and record a Release of Lien .
d . Within thirty (30) days of the Execution Date of this Agreement , the City w ill
dismiss and waive all sums due in connection with the following invoices/charges:
i. CE15011095
ii. CE16000342
iii. ZV2017-00830
iv. ZV2017-00928
V. ZV2017-00968
vi. ZV2018-01597
3. General Releases. In further consideration of the execution of this Agreement, the
Parties for themselves and their respective parent companies, subsidiaries, divisions, affiliates ,
unit owners, insurers, officers , directors , members, managers, agents, employees,
subcontractors , representatives, successors and assigns (the "3098 AL TON ROAD, LLC
Releasors" and the "City Releasors"), hereby execute, subject to the conditions and exclusions
set forth in this Agreement, the following General Releases:
a. The 3098 AL TON ROAD, LLC Releasors General Release of the C ity
Releasors : 3098 AL TON ROAD, LLC Releasors do hereby remise, release , acquit, satisfy , and
forever discharge the City Releasors of and from any and all manner of claims, 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 , liab ilities , and demands whatsoever, in law
or in equity pertaining to the Property , or any other cause whatsoever whether or not related to
the Property , existing from the beginning of the world until today , which 3098 AL TON ROAD , LLC
Releasors have held or now hold , ever had , now have , for any and all Claims , whether known or
unknown , whether they were or could have been asserted in the A ction , including , without
limitation , all Crossclaims, Counterclaims and any and all other causes of action at law and equity
pertaining to the Property or any other cause. The 3098 AL TON ROAD, LLC Releasors
2
understand and expressly agree that this Agreement extends to all claims of every nature and
kind, known or unknown, patent or latent, suspected or unsuspected , past, present, or future ,
arising from or attributable to any past actions or omissions of the City Releasors whether set
forth in any pleadings or charge referred to herein or not, whether they were brought or could
have been brought in the Action, and that any and all rights granted to the 3098 AL TON ROAD ,
LLC Releasors under any state law or federal law or regulation limiting the general nature of this
Release are hereby expressly waived for the Property .
b. The City's Releasors' General Release of 3098 AL TON ROAD, LLC
Releasors : The City Releasors do hereby remise , release , acquit, satisfy, and forever discharge
the 3098 AL TON ROAD, LLC Releasors of and from any and all manner of claims, 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 , liabilities , and demands whatsoever, in law
or in equity pertaining to the Property , or any other cause whatsoever whether or not related to
the Property, existing from the beginning of the world until today, which the City Releasors have
held or now hold, ever had , now have , for any and all Claims , whether known or unknown , whether
they were or could have been asserted in the Action , including, without limitation , all Crossclaims ,
Counterclaims and any and all other causes of action at law and equity pertaining to the Property.
The City Releasors understand and expressly agree that this Agreement extends to all claims
pertaining to the Property or any other cause of every nature and kind , known or unknown , patent
or latent, suspected or unsuspected , past, present, or future, arising from or attributable to any
past actions or omissions of the 3098 AL TON ROAD , LLC Releasors whether set forth in any
pleadings or charge referred to herein or not , whether they were brought or could have been
brought in the Action. The only limitation upon this release is that the City will only release liens
for fines associated with the unpermitted garage conversion at the rear of the Property within 30
days of 3098 AL TON ROAD , LLC bringing the garage conversion into compliance with City code
and obtaining appropriate permits for it.
c . Further Assurances and Cooperation: Each of the Parties hereby shall
execute and deliver such additional documents, instruments , conveyances , and assurances and
take such further actions as may be reasonably required to carry out the provisions hereof and
give effect to the transactions contemplated hereby.
4 . Settlement Accord and Satisfaction. This Agreement is intended to and does settle
and resolve all claims known or unknown , arising from , relating to, and in connection with the
Property , and constitutes a full and complete accord and satisfaction between and among the
3098 AL TON ROAD , LLC Releasors, and the City Releasers which are not now known and not
previously discoverable with the exercise of due diligence (excluding the condition that the garage
conversion be brought up to code and properly permitted), until that condition is performed by
3098 ALTON ROAD, LLC Releasors.1
1 For purposes of clarity and avoidance of doubt, and without limiting any of the releases set
forth in this Agreement, the City will release all liens currently existing related to short term
rentals of the Property , and zero out any currently existing fines related to short term rentals of
the Property, and will agree not to seek to reimpose any fine under any fine structure for short
term rental violations occurring at that location before the Execution Date (there are currently
$11 ,500 in lawfully imposed special master fines owing for earlier short term rental violations
which will be zeroed out and no amounts sought by the City). The City will also release all
liens currently existing related to building code violations related to the garage/cottage located
at the Property , and zero out any currently existing fines for building code violations related to
3
5 . Dismissal.
a. 3098 AL TON ROAD , LLC will dismiss the Action , with prejudice , and the
claims against the City as asserted in the Action , with each Party to bear its own attorney's fees
and costs within ten (10) days of the receipt of this fully executed Agreement provided that the
court will reserve jurisdiction to approve and enforce the terms of this Settlement Agreement ,.
b. The City will dismiss , with prejudice , provided that the court will reserve
jurisdiction to enforce the terms of this Settlement Agreement , the claims against 3098 AL TON
ROAD, LLC now pending before the City's special master or any lien associated with the Property
(subject to the limitation relating to the garage conversion), with each Party to bear its own
attorney's fees and costs within ten (10) days of the receipt of this fully executed Agreement and
the tender and clearance of the settlement funds set forth in Paragraph 2a above .
6 . No Admission of Liability . The Parties acknowledge and agree that the claims in
this Action are disputed claims and that the execution of this Agreement by the Parties, and the
foregoing exclusions from the settlement set forth in this Agreement , are not intended to and shall
not in any way constitute or be deemed an admission or acceptance of any liability by the Parties
or an admission against interest by the Parties. There shall not be any implication by any trier of
fact or law of any admission or acceptance of liability or admission against interest by the Parties.
7 . Binding Effect. This Agreement shall be binding upon the Parties, and their
respective successors and assigns.
8 . Miscellaneous. The Parties further agree as follows :
a . The Parties acknowledge and agree that this Agreement is fully and
adequately supported by consideration and is fair and reasonable . The Parties further
acknowledge and agree that: (i) each Party has had the opportunity to consult with , and has in
fact consulted with , such professionals , experts and legal counsel of its choice as such Party may
have desired with respect to all matters settled and resolved herein ; (ii) each Party has
participated fully in the negotiation and preparation of this Agreement ; and (iii) each Party has
carefully reviewed this Agreement and is entering into same freely . Accordingly , this Agreement
shall not be more strictly construed against any Party.
b. The Recitals set forth herein are true and correct to the best of the Parties'
knowledge , information and belief, and they are incorporated into, and made part of, this
Agreement.
c. The Parties hereto understand and agree that this Agreement will not be
binding on the Parties to this Agreement until such time as the Agreement is fully executed by the
Parties to the Agreement.
the garage/cottage located at the Property, imposed up to and including today's date, as soon
as the Property owner brings the garage/cottage structure into compliance with the building
code and is issued a certificate of occupancy (there are currently $50 , 112 .62 in validly imposed
special master fines owed for building code violations related to the rear garage/cottage , which
shall be zeroed and no amounts sought by the City).
4
d . Each of the signatories hereto represents that he or she has authority to
execute this Agreement and to bind the Party on whose behalf he or she has signed .
e. This Agreement shall be construed and governed in accordance with the
laws of the State of Florida and the sole and exclusive venue for any lawsuit relating to this
Agreement is Miami-Dade County, Florida .
f . In construing this Agreement, the singular shall be held to include the
plural , the plural shall be held to include the singular, the use of any gender shall be held to include
every other and all genders , and captions and paragraph headings shall be disregarded
g . All of the exhibits attached to this Agreement are incorporated into , and
made a part of, this Agreement.
9 . Entire Agreement . This Agreement, together with any documents referenced
herein , constitute the full and entire agreement and understanding between the Parties w ith
respect 8to the subject matter hereof, and there are no agreements , representations or warranties
except as specifically set forth herein . All prior discussions , negotiations, letters, demands and
writings of any kind are fully merged into this Agreement and are to be construed to be of no
further force or effect , it being the intention of the Parties that this Agreement shall serve as the
sole and entire expression of their agreement and understanding .
10. Modification: Waiver. This Agreement may only be modified in writing signed by
both Parties . No waiver or modification of the Agreement or of any covenant, condition or limitation
contained herein , shall be valid unless in writing and signed by all Parties to the Agreement, or
their authorized counsel.
11 . Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which together represent one instrument.
12 . Severability. If any provision of this Agreement is held or rendered illegal or
unenforceable, it shall be considered separate and severable from this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect and bind the Parties
as though the illegal or unenforceable provision had never been included in the Agreement.
13. Captions: References . The captions of this Agreement are for the purpose of
convenience of reference only and in no way define , limit or describe the scope or intent of the
Agreement or in any way affect the terms and conditions of this Agreement. All references in the
Agreement to the terms "herein ," "hereunder," "hereof and words of similar import shall refer to
this Agreement, as distinguished from the Paragraph , Section and/or Subsection within which
such term is located, unless otherwise specified.
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. Signed , sealed and
acknowledged the presence of:
For3098~~oad,LLC
By: ( ,\ 4~.
Its : Authorized Member, Safe Harbor Equity
Managers, LLC
5
Printed Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me , by means of ~hysical presence
or □ online notarization, this 31 ~ day of MA« t+-, 2021 bv fGIR~ffhey
are personally known to me or produced valid Florida river's licenses as identification
My commission expires :
_.--i!f'.'·~~\ BARBARA CEPERO
!.:·l:.·:.1 MY COMMISSION t GG 302584 =~ :~: \/>; ....•
0
;~/ EXPIRES: Februa,y 23, 2023
··--~~.f):,,•· Bonded Tiw NMy PIAlic Unden1!11eri
STATE OF FLORIDA
COUNTY OF MIAMI -DADE
For Safe Harbor Equity Managers, LLC and in
Their Individual Capacities
r·-·D
By: ~ ~~
Rafael Serrano a/k/a Ralph Serrano a/k/a Lauro
Rafael Serrano Jr. a/k/a Lauro R. Serrano, Jr.,
Manager, in his individual and corporate capacities
ss :
The foregoing instrument was acknowledged before me , by means of ~sical presence
or □ on line notarization , this , 31 5 ~-day of MOO tt , 2021 by Rafael Serrano. They are
personally known to me or produced valid Florida drive s identification
My commission expires:
.-·~~~:··•... BARBARA CEPERO rJA1.;\ MY cOMM1SS100, GG 302584 ~i-W EXPIRES: Februa,y 23, 2023 ·<ro·,.__o.~-· Bonded nvu NMy Public Undelwr1IIIIS
STATE OF FLORIDA )
, individual and
a 1ties
6
) ss :
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me, by means of ~ical presence
or D online notarization , this ,3 l 6 .-day of b()Ag.{1::i::: , 2021 by Carlos Ri viera . They are
personally known to me or produced valid Florida driver's licenses as identification
My commission expires :
_..-;_~~~-, BARBARA CEPERO f ;( ~)!J JlY COMMI_SSION t GG 3025&4
·-.~~~"'.,_. EXPIRES. Februa,y 23. 2023 ·--~~~:r.:'?-···· Bonded Tivu Not.y Pllblic ~
ry Public, State of Florida
t Name : l?JA:tl£n4t2,A: f'ERGaeD
7
. . . .,
FOR CITY OF MIAMI BEACH, FLORIDA, a
municipal corp · n of the State of Florida
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged b~fore mE:J?l \means of D physical presence
or □ online notarization, this 7 day of 1fcr-1 ~by Dan Gelber as Mayor, of
the CITY OF MIAMI BEACH, FLORIDA , a municipacorporation of the State of Florida , on beha lf
of such municipal corporation. They are personally known to me or produced valid Florida driver's
licenses as identification
My commission expires:
.~'r:!/,;,•1,,, Pl,TRICK 0, CAMM
l : l·•,~\ MYCOMMISStON#GG209247
•I •:1 f$1 . EXPIRES: April 19, 2022
, ~<{.t BondadThruN.ita,yPubiO~ OR CITY OF MIAMI BEACH, FLORIDA, a
1...1~.:;;:~:,;~.-iiiiiiiiii.iiillll~unicipal corporation of the State of Florida
~ Bv · ~ ~~~~=-;.e:::-;---;-_L::::::::=~~-
~ity Clerk / \ S -.
, t-,..~ .......... t;<J
I"-:.-_.-" ·· ..... o \
STATE OF FLORIDA ) I~--·~,-.~~--;::,·-.. '>-\,.
) ss: . ( * (1Ntc;;~ ~~~~) *;)
COUNTY OF MIAMI-DADE ) 'i'.\ A·.. . , ... 1--.
The foregoing instrument was acknowledge before me, by means of i physiCJ:l;~p ~~nce
or □ online notarization , this '7 day of r· ,tlP'/IPY Rafael Gra'nado;-as'City
Clerk of the CITY OF MIAMI BEACH , FLORIDA, a unicipal co~'ra,ion of the State of Florida ,
on behalf of such municipal corporation . They are personally known to me or produced valid
Florida driver's licenses as identification
My commission expires:
8
N ary Public;.,.,.State of Florida
rint Name : )J"-\-,, th D {,;i.-A~
r".! ,. :D.\S TO
I or ... , ,fl, LA NGUAG E
& FOR EXECUTION
\VO ~-'2...-LJ
City Attorney ~ Date