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Settlement Agreement and Mutual General Release This instrument prepared by: Return to: Raul Aguila, Chief Deputy City Attorney City of Miami Beach Office of the City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE WHEREAS, The undersigned, All Jer Construction, Corp., by and on behalf of its officers, employees, agents, successors and/or assigns (hereinafter referred to as "Contractor') and MBCDC: London House Apartments, LLC, a Florida limited liability company ("Owner" or "Seller"), have entered into certain construction contracts in connection with the restoration and rehabilitation of existing buildings and improvements to property located at 1965 and 1975 Washington Avenue, Miami Beach, Florida 33139 ("Restoration Project"), more particularly described in the attached Exhibit "A" ("Property"); and WHEREAS, Contractor warrants and represents to the City of Miami Beach, Florida ("City" or"Buyer") that the construction contracts relating to the Restoration Project are solely the following: contract dated December 20, 2012, for the total.sum of$666,761.44, contract dated February 27, 2013, for the total sum of$77,488.31, and contract dated as of September 17, 2012 having the original value of$30,849.00, relating to the demolition of the Property (collectively referred to herein as the "Construction Contracts"); and WHEREAS, Contractor has been made aware that the City is purchasing the property from Owner and hereby warrants and represents to the City and Seller that Contractor is owed the total sum of$35,674.19 ("Contractor Balance"), in connection with all the work performed and all materials, furniture, furnishings, fixtures, and equipment ordered and/or purchased by Contractor under the Construction Contracts; and WHEREAS, Contractor has agreed to waive said Contractor Balance and release any liens against the Property and further return to the City any and all materials, furniture, furnishings, fixtures, and equipment that have been ordered and/or purchased by Contractor in connection with the work Contractor performed under the Construction Contracts, in exchange for a release from the City with respect to any claims the City may have against Contractor. NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: The Recitals set forth above are true and correct and incorporated herein by reference. Contractor hereby waives any and all claims or rights that Contractor has or may have to the Contractor Balance. Contractor hereby agrees to return to the City any and all materials, furniture, furnishings, fixtures, and equipment that have been ordered and/or purchased by Contractor in connection with the work Contractor performed under the Construction Contracts. {28273466;2} Settlement Agreement and Mutual General Release City of Miami Beach pf MBCDC: The London LLC Page 2of5 Contractor, its affiliates, officers, directors, shareholders, partners, employees, agents and attorneys, past, present, and future, (hereinafter collectively referred to as "Contractor Indemnified Parties"), for and in consideration of mutual covenants as set forth herein, do hereby waive and release their lien and right to claim of lien against the Property and hereby further release and forever discharge the City, its affiliates, officers, directors, shareholders, partners, employees, agents and attorneys, past, present, and future, (hereinafter collectively referred to as "City Indemnified Parties") and Seller, its affiliates, officers, directors, shareholders, partners, managers, employees, agents and attorneys, past, present, and future (hereinafter collectively referred to as "Seller Indemnified Parties"), of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, accountings, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, whether existing under the laws of any state or country, which Contractor Indemnified Parties may have against, ever had, now have, or hereafter can, shall or may have, against the City Indemnified Parties and Seller Indemnified Parties, upon or by reason of any matter, cause, or thing whatsoever, including but not limited to those certain Construction Contracts and the Contractor Balance from the beginning of the world to the day of these presents. The City Indemnified Parties for and in consideration of mutual covenants as set forth herein, do hereby release and forever discharge Contractor Indemnified Parties and Seller Indemnified Parties, of and from all, and all manner of, action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, accountings,.contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, whether existing under the laws of any state or country, which the City Indemnified Parties may have against, ever had, now have, or hereafter can, shall or may have, against the Contractor Indemnified Parties and Seller Indemnified Parties, in connection with those certain Construction Contracts, from the beginning of the world to the day of these presents. Seller Indemnified Parties, for and in consideration of mutual covenants as set forth herein, do hereby release and forever discharge Contractor Indemnified Parties and the City Indemnified Parties, of and from all, and all manner of, action and actions, cause and causes,of action, suits, debts, dues, sums of money, accounts, accountings, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, whether existing under the laws of any state or country, which the Seller Indemnified Parties may have against, ever had, now have, or hereafter can, shall or may have, against the Contractor Indemnified Parties and the City Indemnified Parties, in connection with those certain Construction Contracts, from the beginning of the world to the day of these presents. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] (28273466;2) W�q Settlement Agreement and Mutual General Release City of Miami Beach pf MBCDC: The London LLC Page 3 of 5 WHEREOF, I have hereunto set my hand and seal this , ` day of March, 2014. ALL JER CONSTRUCTION, CORP., Attest: a Florida corporan By: By: Jose Ang l ez Mailen Gonzalez President Secretary STATE OF FLORIDA COUNTY OF MIAMI-DADE) On March � 2014 before me, the undersigned Notary Public, in and for the State aforesaid, personally app,eared Jose Angel Jerez, as the President for All Jer Construction, Corp., and Mailen Gonzalez, as Secretary for All Jer Construction, Corp., in the capacity aforestated. They are personally known to me or have produced a valid FI 'da driver's license as identification. Notary Public [Notary Public Seal] My Commission Expires 19P1e14 6, 2�6 16 40 Pu�� GISELA NANSON TORRES * * My COMMISSION II EE 150933 EXPIRES:April 6,2016 (28273466;2) Settlement Agreement and Mutual General Release City of Miami Beach pf MBCDC: The London LLC Page 4 of 5 THE CITY OF MIAMI BEA H Attest: By: By: Jimmy Morale Rafael Granado City Ma ager City Clerk STATE OF L ORIDA) .INCORF ORATED: COUNTY OF MIAMI-DADE) On March , 2014 before me, the undersigned Notary Public, in and for the S ate',.alPfERW,�: personally appeared Jimmy L. Morales, as the City Manager for the City of Miami-Beach; Florida, and Rafael Granado, as the City Clerk of the City of Miami Beach, Florida, in the capacity aforestated. They are personally kn wn to me or have produced a valid Florida driver's license as identification. Af \\��>>11101111111//j��0 Notary •GOMMiss;'•.F9�'. My Co ission Expires ,4embei,° :moo • ® 01 [Notary Public Seal] sy ,FFr42® U�� .p• r • 4 ••+ Gam! .•/nsvra�nce e••° �O���o . ITE O 09 APPROVED AS TO FORM & LANGUAGE & FOR UTION 3 - 13- ( 4- me Date (28273466;2) Settlement Agreement and Mutual General Release City of Miami Beach pf MBCDC: The London LLC Page 5 of 5 MBCDC: THE LONDON LLC, a Florida limited Attest: liability company By Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, its manager and sole member By: By: ck John on DXss�ilstan*t Rus Chairman A Secretary STATE OF FLORIDA) COUNTY OF MIAMI-DADE) On March 13 , 2014 before me, the undersigned Notary Public, in and for the State aforesaid, personally appeared Jack Johnson, as Chairman of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, and Denis A. Russ, as Assistant Secretary of Miami Beach Community Development Corporation, Inc., a Florida not-for-profit corporation, the manager and sole member of MBCDC: The London LLC, a Florida limited liability company, in the capacity aforestated. They are personally known to me or have produced a valid Florida driver's license as identification. NotA Public Commission Expires [Notary Public Seal] ot : ►�'�' JONATHAN D.BELOFF *: MY COMMISSION#EE 027570 , F EXPIRES:January 19,2015 , Booed Tofu Notary Public Underwriters {28273466;2) Exhibit A Legal Description That portion of Lot 1, Block H of Resubdivision of Blocks G, H, J and K and Triangular Tract lying South of Block K and West of Block G, together with Cardinal Street (now vacated), according to the Amended Map of Ocean Front Property, of the Miami Beach Improvement Company (said map being recorded in Plat Book 5 on Page 7 and 8 of the Public Records of Dade County, Florida) according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public Records of Dade County, Florida, more particularly described as follows, to wit: Commence at the Northeast corner of Lot 1, Block H of a resubdivision of Blocks G, H, J, K, and Triangular Tract lying South of Block K and West of Block G, together with Cardinal Street (now vacated) according to the Amended Map of Ocean Front Property of Miami Beach Improvement Company (recorded in Plat Book 5 on Pages 7 and 8 of the Public Records of Dade County, Florida) according to the Plat thereof, recorded in Plat Book 6, Page 102 of the Public Records of Dade County, Florida; thence Northwesterly along the Northerly boundary line of said Lot 1, for a distance of 120 feet to an iron pipe; thence Southwesterly parallel to the Easterly boundary line of said Lot 1 for a distance of 61.19 feet to an iron pipe which iron pipe is located 64 feet Northerly from the Southerly boundary line of said Lot 1, measured along the prolongation Southwesterly of the last preceding course and said iron pipe is the point of beginning of the parcel of land herein described; thence continue Southwesterly parallel with the Easterly boundary line of said Lot 1 for a distance of 44 feet to an iron pipe located 20 feet Northerly from the Southerly line of said Lot 1 measured along the prolongation Southwesterly of the last preceding course; thence Northwesterly along a line 20 feet Northeasterly from and parallel to the Southerly boundary line of said Lot 1 for a distance of 93.78 feet to an iron pipe located on the Westerly boundary line of said Lot 1 at a distance of 21.53 feet Northerly from the Southwesterly corner of said Lot 1, measured along the Westerly boundary line of said Lot 1; thence Northerly along the Westerly boundary line of said Lot 1 for a distance of 47.79 feet to an iron pipe; thence Southeasterly parallel with the Northerly boundary line of said Lot 1 and 61.19 feet Southwesterly therefrom, measured at right angles thereto for a distance of 111.61 feet to the Point of Beginning of the parcel of land herein described. AND That portion of Lot 1, Block H, of a Resubdivision of Blocks G, H, J and K and Triangular Tract lying South of Block K and West of Block G, together with Cardinal Street (now vacated) according to the Amended Map of Ocean Front Property of the Miami Beach Improvement Company (said map being recorded in Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida), according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public Records of Dade County, Florida, more particularly described as follows, to wit: Commence at the Northeasterly corner of Lot 1, Block H of a Resubdivision of Blocks G, H, J, K and Triangular Tract lying South of Block K and West of Block G, together with Cardinal Street (now vacated) according to the Amended Map of Ocean Front Property of the Miami Beach Improvement Company (recorded in Plat Book 5, Pages 7 and 8 of the Public Records of Dade County, Florida), according to the Plat thereof, recorded in Plat Book 6, Page 102, of the Public Records of Dade County, Florida; thence Northwesterly along the Northerly boundary line of said Lot 1 for a distance of 120 feet to an iron pipe marking the Point of Beginning of the parcel of land herein described; thence Southwesterly parallel to the Easterly boundary line of said Lot 1 for a distance of 61.19 feet to a point which is 64 feet Northerly from the Southerly boundary line of said Lot 1 measured along the prolongation Southwesterly of the last preceding course; thence Northwesterly parallel with the Northerly boundary of said Lot 1 for a distance of 111.64 feet to an iron pipe located on the Western boundary line of said Lot 1 at a distance of 69.32 feet Northerly from the Southwesterly corner of said Lot 1, measured along the Westerly boundary line of said Lot 1; thence Northerly along the Westerly boundary line of said Lot 1 for a distance of 43.76 feet to the beginning of a tangential circular curve; thence Northerly and Easterly along the Northwesterly boundary line of said Lot 1 and along a tangential circular curve having a radius of 15 feet through a central angle of 111 degrees 56 minutes 30 seconds for an arc distance of 29.31 feet to the end of said curve; thence Southeasterly along the Northerly boundary line of said Lot 1 for a distance of 114.09 feet to the point of Beginning of the parcel of land herein described.