HomeMy WebLinkAboutExhibit E-2 Release from Ocean/Congress to CityExhibit E~-2
RELEASE FROI\I OCEA\/CONGRILSS TO CITY
KN0~1~ ~'1LL MEN RY' THESE PKF:SIil\TS:
"that we, Ocean Drive CFI, LLC, a Delaware limited liability company
("Ocean"), and The Congress Group, Inc. ("Congress"), a Massachusetts domestic
profit corporation (col lectivcly, "parties of the f first part"), for and in consideration
of the sum of Ten and No.%100 Dollars ($10.00), or other valuable consideration
received from yr on behal f of the City of Miami Beach, a Florida municipal
corporation, Kobcrt Parches, individually and in his official capacity, David
Dcrmer, individually and in his official capacity, Saul Gross, individually and in
his official capacity, Richard Steinberg, individually and in his official capacity,
Jose Smith, individually and in his official capacity, Matti Herrera-Bower,
individually and in her official capacity, Luis K. Garcia, Jr., individually and in his
official capacity, and Simon Cruz, individually and in his official capacity
(collectively, "parties of the second part"), the receipt <md sufTiciency of which are
hereby aclmo~vledged,
(Wherever used herein the ternis "parties of the first part" and
"parties of the second part" shall include singular and plural,
heirs; legal representatives, and assigns of individuals, and the
present and former officers, directors, shareholders, partners,
members, managers, agents, agencies, employees, successors
and assigns of corporations and other entities, wherever the
context so admits or requires.)
HEREBY remise, release; acquit, satisfy, and forever discharge the parties
of the second part of and from all mam-tcr of• action and actions, cause and causes
of action, suits, debts, dues, sums of money, accounts, reckotungs, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, "judgments, liabilities, executions, costs, expenses, claims and
demands whatsoever; in law or in equity, which the parties of the first part, or any
one of them, ever had, now have, or which any personal representative, successor,
heir or assign of parties of the first part, or any one of them, hereafter can, shall or
may have, against parties of the second part, with respect to claims or defenses of
any nature asserted or that could have been asserted under or in connection with
any matter, cause, or thing arising or accruing from any obligations or
circumstances existing on or prior to the date of this Release, including without.
limitation, any claims that were or could have been brought in connection with the
acquisition, o~~•nership, or development by Ocean, Congress, Micky Biss andr`or
USA Express, Inc. of certain property located at 120, 126, and 130 Ocean Drive,
Miami Beach, Florida (the "Propa-ty"), including (I) those certain actions styled
(1) Micky Biss and USA Express, Inc. v. Cite of Miami Beach, Florida, Case No.
01-11865 CA10 (11~' Judicial Circuit Court, Miami-Dade County, Florida); (2)
Micky Biss and USA Express, Inc. v. City of l~'[iami Beach and Robert Parchcr, the
Cih~ Clerk of the City of Miami Beach, Case No. 0~-057» CA3U (l l~' Judicial
Circuit Court, Miami-Dade County, Florida); (3) (\4icky Biss v. David Dantcr.
Saul Gross, Richard Steinberg, .l~~~e Smith, Matti llerrera-Bower, Luis R. Garcia,
Jr., Simon Cruz, and the City of D~liami Beach, Case No. OS-10178 CA23 (1 ]"'
Judicial Circuit Court, Miami-Dade County, Florida); and (4) Micky Biss and USA
l;xpress, Inc. v. David Dermer, Saul Gross, Richard Steinberg. Jose Smith. Matti
Herrera-Bower and Simon C'rur., Case No. 06-5439 CA22 (11'h Judicial Circuit
Court, Miami-Dade Chanty, Florida), and (II) those claims concerning the Property
presented by Micky Biss and USA Gxpress, Inc. by correspondence dated August
14, 1996, .lamiary 19, 1999, and September 9, 1999 pursuant to the Bert J. l lan-is,
Jr. Private Property Rights Protection Act (Chapter 70, Fla. Stat.) .
Each of the parties of the first part hereby expressly acknowledges, warrants
and represents with respect to itself as follows: (i) this Release was sided only
after due consideration and consultation with its attorneys; (ii) it Xmas not
fraudulently induced, coerced or intimidated to sign this Release; (iii) it has not
assigned the rights it is releasin~~ hereunder; (i~•) the corporate otfiicer signing
belo~~ has full authority to execute this Rclcase on its behalf; and (v) it has not
entered into any agreement providing for the retention by any person or entity not a
signatory hereto of the rights it (as applicable) is releasing hereunder, or the
corporation included in the panics of the first part themseh~es. Parties of the first
part have not relied upon any oral or ~mritten statement or acts made by the parties
of the second part or parties of the second part's attvmeys or agents.
Notwithstanding the foregoing, this Kelease shall not operate to release or
discharge parties of the second part from any obligations they may have pursuant
to that certain Agreement dated July _, 2006, among Ocean, Congress, and the
City of Miami Beach, concerning the Property (the "Agreement"), including
«ithout limitation, the documents executed or to be executed in connection with
the obligations contemplated by the Agreement.
IN WITNESS Vb'1IEREOF, ~~•e have hereunto set our hands and seals as of
the day of July, 2006.
~~ 1 ~.
Nam :{~p,1bt411- K. Woe p(~IIJG-C
"J~'
me:_~1'1L d ~ en
~!~ J~ . ~hi 1 ~ll~
Name g~(rl~lL K.V.1t;ot.~~~~E
amc: 1 'In
OCEAN DRIVE CFI, LLC, a
Dela~~are limited liabilih~ company
I3y: Con d Management
LL ., its m
By:
Na e ,_ ato ly
'Title: Wage
'I'HF, CONGRESS GROL:P, INC., a
~lassachus stic profit
corporat' n
B}~:
Na . lle '. Strat
Title: P• idcn & C •U