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688-2024 RDA RESOLUTION NO! 688-2024 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RELATING TO THE LEASE OF THE PROPERTY LOCATED AT 1560 COLLINS AVE.,SUITE 3-4, MIAMI BEACH, BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY ("MBRA" OR "LANDLORD") AND US VINTAGE, INC. ("TENANT")AND THE CASE STYLED MIAMI BEACH REDEVELOPMENT AGENCY V. US VINTAGE, INC. ET AL.; AND APPROVING THE SETTLEMENT BETWEEN THE MBRA, THE TENANT, AND OWNERS JOSHUA GLICKMAN, SHAUL ASHKENAZY, AND EZRA SAIG (COLLECTIVELY WITH THE TENANT, THE "DEFENDANTS"), WITH THE DEFENDANTS TO PAY THE MBRA THE AGGREGATE AMOUNT OF$450,000, AND AUTHORIZING THE CITY MANAGER, AS EXECUTIVE DIRECTOR OF THE MBRA, AND CITY CLERK, AS SECRETARY, TO EXECUTE THE SETTLEMENT AGREEMENT AND ANY DOCUMENTS RELATED THERETO. WHEREAS, on or about September 11, 2013, the Miami Beach Redevelopment Agency ("MBRA" or "Landlord") and US Vintage, Inc. ("Tenant") entered into a commercial lease agreement(the"Lease")for the retail space located at 1560 Collins Ave., Suite 3-4, Miami Beach, FL 33139 ("Premises"). The full term of the Lease commenced on October 1, 2013 and expired on September 29, 2023; and WHEREAS, on or about February of 2021, Tenant began failing to make rent payments and as a result, Notices to Cure Default were sent by the Landlord. On June 16, 2021, MBRA filed a commercial eviction action in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, styled Miami Beach Redevelopment Agencyv. US Vintage, Inc. et al., Case No. 2021-014138-CA-01; and WHEREAS, the Defendants, in part, attribute the COVID-19 pandemic crisis for severely impacting business revenues and local economies overall; and WHEREAS, on July 21, 2021, Landlord regained possession of the Premises, at which time, Defendants' rent was in arrears in the amount of approximately $287,767, with additional amounts of approximately$600,000 asserted as damages incurred prior to reletting the Premises to a new tenant; and WHEREAS, the City and the Defendants(collectively referred to as"the Parties")desire to avoid incurring further costs of litigation, and seek to resolve all matters in controversy, disputes, and causes of action between the parties in an amicable fashion; and WHEREAS, at mediation, the Parties reached a full and final compromise and settlement of all matters, causes of action, claims and contentions between them ("the Settlement Agreement"),which is in the best interest of the City; and WHEREAS, the Settlement Agreement, which is attached hereto as Exhibit "A", is contingent upon approval of the Mayor and City Commission; and WHEREAS, the Settlement Agreement calls for the payment of Four Hundred and Fifty • Thousand U.S. Dollars ($450,000)from the Defendants to the MBRA; and WHEREAS, the Mayor and City Commission desire to approve the Settlement Agreement and authorize the settlement payment to be made to the MBRA's JP Morgan Chase account. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: relating to the lease of the property located at 1560 Collins Ave., Suite 3-4, Miami Beach, between the Miami Beach Redevelopment Agency("MBRA" or"Landlord")and US Vintage, Inc. ("Tenant")and the case styled Miami Beach Redevelopment Agency v. US Vintage, Inc. et al.; and approving the settlement between the MBRA, the Tenant, and owners Joshua Glickman, Shaul Ashkenazy, and Ezra Saig (collectively with the Tenant, the "Defendants"), with the Defendants to pay the MBRA the aggregate amount of $450,000, and authorizing the City Manager, as Executive Director of the MBRA, and City Clerk, as Secretary, to execute the Settlement Agreement and any documents related thereto. PASSED and ADOPTED this 3/ day of January, 2024. teven Meiner, Mayor ATTEST: FEB 0 6 2024 Rafael E. anado, City Clerk APPROVED AS TO s .. OR EXECUTION E •y INCORP•OItATED' _ isor4 GLH• 2 Redevelopment Agency -RDA 1. MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, Executive Director DATE: January 31, 2024 SUBJECT:A RESOLUTION OF THE CHAIRPERSON AND MEMBERS OF MIAMI BEACH REDEVELOPMENT AGENCY ("RDA"), RELATING TO THE LEASE OF THE PROPERTY LOCATED AT 1560 COLLINS AVE., SUITE 3-4, MIAMI BEACH, BETWEEN RDA AND US VINTAGE, INC. ("TENANT") AND THE CASE STYLED MIAMI BEACH REDEVELOPMENT AGENCY V. US VINTAGE, INC. ET AL.; AND APPROVING THE SETTLEMENT BETWEEN THE RDA, THE TENANT, AND OWNERS JOSHUA GLICKMAN, SHAUL ASHKENAZY, AND EZRA SAIG (COLLECTIVELY WITH THE TENANT, THE "DEFENDANTS"), WITH THE DEFENDANTS TO PAY THE RDA, THE AGGREGATE AMOUNT OF $450,000, AND AUTHORIZING THE EXECUTIVE DIRECTOR AND SECRETARY OF THE RDA TO EXECUTE THE SETTLEMENT AGREEMENT AND ANY DOCUMENTS RELATED THERETO. BACKGROUND/HISTORY On September 11, 2013, the Miami Beach Redevelopment Agency ("RDA" or"Landlord")and US Vintage, Inc. ("Tenant") entered into a commercial lease agreement (the "Lease") for the retail space located at 1560 Collins Ave., Suite 3-4, Miami Beach, FL 33139 ("Premises") The full term of the Lease commenced on October 1, 2013, and expired on September 29, 2023. On February of 2021, the Tenant began failing to make rent payments and as a result, Notices to Cure Default were sent by the Landlord. On June 16, 2021, RDA filed a commercial eviction action in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, styled Miami Beach Redevelopment Agency v. US Vintage, Inc. et al., Case No. 2021-014138-CA-01. the Defendants attribute their default, in part, to the COVID-19 pandemic crisis for severely impacting business revenues and local economies overall. ANALYSIS On July 21, 2021, Landlord regained possession of the Premises, at which time, Defendants' rent was in arrears in the amount of approximately $287,767, with additional amounts of approximately $600,000 asserted as damages incurred prior to reletting the Premises to a new tenant. The RDA and the Defendants (collectively referred to as the "Parties") desire to Page 1955 of 2002 avoid incurring further costs of litigation, and seek to resolve all matters in controversy, disputes, and causes of action between the parties in an amicable fashion. On January 10, 2024, at mediation, the Parties reached a full and final compromise and settlement of all matters, causes of action, claims and contentions between them and memorialized the settlement in writing(the "Settlement Agreement"). The Settlement Agreement, which is attached hereto as Exhibit "A"to the Memorandum accompanying this Resolution, is contingent upon approval of the Chairperson and Members of the RDA. having determined that settlement of the litigation is in the best interests of the RDA, the Chairperson and Members of the RDA desire to approve the Settlement Agreement and authorize the settlement payment to be made by the Defendants to the RDA's JP Morgan Chase account. SUPPORTING SURVEY DATA n/a FINANCIAL INFORMATION n/a CONCLUSION Based upon the foregoing, the Administration recommends that the Chairperson and Members of the RDA approve the Settlement Agreement in the form attached as Exhibit "A" to the Memorandum accompanying this Resolution between the RDA, on the one hand, and US Vintage, Inc., Joshua Glickman, Shaul Ashkenazy and Ezra Saig (collectively, "Defendants") to settle all claims between the parties in the case styled Miami Beach Redevelopment Agency v. US Vintage, Inc. et al.; and further, authorize the Executive Director and Secretary of the RDA to execute the Settlement Agreement and any documents related thereto. Exhibits: A— Settlement Agreement Applicable Area South Beach is this a"Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? No No Legislative Tracking Facilities and Fleet Management ATTACHMENTS: • Description o Reso o Exhibit A Page 1956 of 2002 SETTLEMENT AGREEMENT This Settlement Agreement ("Settlement Agreement") is entered into by and between MIAMI BEACH REDEVELOPMENT AGENCY ("MBRA"), on the one hand, and US VINTAGE, INC. ("USV"), JOSHUA GLICKMAN ("Mr. Glickman"), SHAUL ASHKENAZY ("Mr. Ashkenazy") and EZRA SAIG("Mr. Saig"), on the other hand. MBRA, USV, and Messrs. Glickman, Ashkenazy and Saig may be referred to herein as a "Party" or collectively as the "Parties." WHEREAS,on June 16,2021,MBRA filed its Complaint for Commercial Tenant Eviction and For Damages ("Complaint") against USV related to the Anchor Shops at South Beach Retail Lease (the "Lease", attached as Exhibit "A" to the Complaint) in the case styled Miami Beach Redevelopment Agency,a public body corporate and politic, v. US Vintage, Inc.,Joshua Glickman, Shaul Ashkenazy and Ezra Saig,Case No. 2021-014138 CA 01 (CA25), in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida(the"Lawsuit"); WHEREAS, MBRA also filed its Complaint in the Lawsuit against Messrs. Glickman, Ashkenazy, and Saig related to certain Unconditional Guaranty attached as exhibit to the Complaint (collectively, USV, Mr. Glickman, Mr. Ashkenazy and Mr. Saig may be referred to herein as"Defendants"); WHEREAS, the Defendants filed their Answer and Affirmative Defenses in the Lawsuit on September 3,2021,denying all claims raised in the Lawsuit against them by MBRA,and raising various affirmative defenses; WHEREAS,pursuant to the terms set forth below,without admitting any liability or fault whatsoever, and solely to avoid further litigation or proceedings, the Parties desire to settle the Lawsuit in full; NOW, THEREFORE, in consideration of the recitals set forth above and the promises contained in this Settlement Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties, on behalf of themselves and their respective officers, directors,owners, agents and assignees, agree as follows: 1. SETTLEMENT PAYMENT 1.1 Payment Terms. The Defendants shall pay, or will cause to be paid, to MBRA a one-time lump-sum payment of Four Hundred and Fifty Thousand U.S. Dollars (US$450,000.00) in immediately available funds ("Payment"). The Payment shall be due thirty(30) days after the Effective Date of the Settlement Agreement. The wire shall make reference to: "Full Settlement Payment Case 2021 014138 CA 01,Miami-Dade County, Florida". 1.2 Effective Date. The Effective Date of the Settlement Agreement is the date when the last Party to execute this Settlement Agreement signs and dates it, and the Settlement Agreement is thereby fully signed and dated by all Parties hereto. 1.3 Method. The Payment shall be made by wire transfer in U.S. Dollars and in immediately available funds to the bank account designated in Exhibit B by MBRA. EXHIBIT "A" Page 1960 of 2002 1.4 Taxes. Each Party shall be responsible for any duties, taxes,or levies to which it is subject as a result of any payment pursuant to this Settlement Agreement by any jurisdiction. 2. DISMISSAL OF THE LAWSUIT MBRA shall file a Voluntary Dismissal with Prejudice of the Lawsuit within five(5)days upon receipt of Payment into the designated bank account. The Parties agree to the substantial form of the voluntary dismissal attached hereto as Exhibit A. 3. RELEASES 3.1. Mutual Releases-Litigation. Except as to claims that arise from this Settlement Agreement, upon the Effective Date of the Settlement Agreement, each Party, on behalf of itself/himself, its affiliates and their respective directors, officers, employees, legal successors, agents, principals, and assigns hereby irrevocably and unconditionally releases, acquits, holds harmless, and forever discharges (a) the other Parties, (b) each Party's past, current, and future affiliates, and (c) their respective directors, owners,officers, employees, managers, members, principals, partners, shareholders, guarantors, agents, consultants, representatives, successors, assigns (including Marco Destin, Inc.), and attorneys of the persons in (a) or (b) above (the "Released Entities and Persons"), from any and all claims, causes of action, demands, liability, losses, damages, legal fees, costs and any other claims of compensation or liability whatsoever, known or unknown, suspected or unsuspected, in law or equity (collectively "Claims"), wherein such Claims are based upon, arise out of or relate to the Lawsuit and/or the Lease and/or the Unconditional Guaranty, and/or the conduct of settlement negotiations before the Effective Date (except for representations and obligations expressly included in this Settlement Agreement). 4. Settlement Procedures. First, this Settlement Agreement shall be submitted for approval to the Mayor and City Commission of the City of Miami Beach, serving in its capacity as the Miami Beach Redevelopment Agency Board, in January 2024. If approval is not obtained,then this Settlement Agreement shall terminate by operation of law. Second, upon approval by the Mayor and City Commission of the City of Miami Beach, MBRA shall have its authorized representative sign and date this Settlement Agreement. Third, after MBRA executes this Settlement Agreement, its counsel Yoe Lopez, Esq., shall email the executed Settlement Agreement to counsel for the Defendants,Carlos Nunez-Vivas,Esq. at carlps@wnlawgroup.com Fourth, upon receipt, counsel for the Defendants shall cause the Defendants to execute and date this Settlement Agreement, and forward a fully executed copy of the Settlement Agreement to Mr. Lopez at YoeLopez@miamibeachfl.gov Fifth, Defendants shall make or cause to be made the Payment within thirty(30)days after the Effective Date of the Settlement Agreement. Sixth,MBRA shall file a Voluntary Dismissal with Prejudice of the Lawsuit within five(5) days upon receipt of Payment into the designated bank account. 2 Page 1961 of 2002 5. NO ADMISSION OF LIABILITY • By entering into this Settlement Agreement, none of the Parties hereby admits any fault, injury, harm, wrongdoing, liability or the truth of any allegation contained in the pleadings of the other Party or in any other papers relating to the Lawsuit, nor that the Settlement Agreement in any way reflects or constitutes an admission of liability or wrongdoing by any Party in any respect under any law or statute. 6. PARTIES'COSTS AND FEES Each Party shall bear their own costs and attorney fees incurred in connection with the Lawsuit, including the negotiation and consummation of this Settlement Agreement. 7. REPRESENTATIONS 7.1. MBRA Representations. • MBRA, on behalf of itself and its affiliates, represents and warrants that (i) all corporate and public action necessary for the authorization, execution, and delivery of this Settlement Agreement by MBRA and the performance of its obligations hereunder has been taken; (ii) each person whose signature appears hereon warrants and guarantees that he or she has been duly authorized and has full authority to execute this Settlement Agreement on behalf of MBRA; and (iii) once fully executed, this Settlement Agreement represents a valid and binding obligation on MBRA and the City of Miami Beach, Florida. 7.2. USV Representations. USV represents and warrants that: (a) all corporate action necessary for the authorization, execution and delivery of this Settlement Agreement by it and the performance of its obligations hereunder has been taken;(b)each person whose signature appears hereon warrants and guarantees that he or she has been duly authorized and has full authority to execute this Settlement Agreement on behalf of USV; and (c) once fully executed, this Settlement Agreement represents a valid and binding obligation of USV. 7.3. Messrs. Glickman,Ashkenazy and Saig Representations. Messrs. Glickman, Ashkenazy and Saig, each represent and warrant that: (a) all representations contained in the Agreement are true and accurate and that such representations are deemed to be given or repeated by each party; and (b) once fully executed, this Settlement Agreement represents a valid and binding obligation of each individual. 8. NOTICES AND OTHER COMMUNICATIONS Any notice or other communication pursuant to this Settlement Agreement shall be made by registered mail (return receipt requested), Federal Express, UPS or DHL (or other nationally recognized courier) and will be effective upon delivery to the listed addresses ("Notice") below, except for Notices sent by registered mail which will be effective upon the earlier of(1) actual receipt thereof by the designated recipient(i.e.,the"Attn:"recipient),if any, following delivery to 3 Page 1962 of 2002 the listed addresses below or(2) five (5) days after delivery to the listed addresses below. Such notice or communication shall be mailed to the addresses below,or to such other address as each Party shall provide by notice given in accordance herewith. If an e-mail address has been provided, the sending Party shall also send a courtesy copy of such notice or other communication to such e-mail address. If to MBRA Miami Beach Redevelopment Agency Attn: Yoe Lopez, Esq. Assistant City Attorney City of Miami Beach 1700 Convention Center Drive,4th Floor Miami Beach, Florida 33139 Tel: 305.673.7470 Email: yoelopez@miamibeachfl.gov If to Defendants Waserstein&Nunez, PLLC Attn: Carlos A. Nunez-Vivas, Esq. (carlos@wnlawgroup.com) 1124 Kane Concourse Bay Harbor, FL 33154 Tel: 305.563.1011 Email: carlos@wnlawgroup.com;wnlawgroup.com;jc@wnlawgroup.com 9. GENERAL PROVISIONS 9.1. Choice of Law. The laws of the State of Florida, exclusive of conflict of law provisions, shall apply in any controversy or claim arising out of or relating to this Settlement Agreement(any such dispute, a"Covered Dispute"). 9.2. Venue. Each Party agrees to exclusive personal jurisdiction and venue in the state courts in Miami, Miami-Dade County,Florida, for all Covered Disputes. 9.3. Partial Invalidity.If any provision of this Settlement Agreement shall be found or is held to be invalid or unenforceable, the remainder of this Settlement Agreement shall be valid and enforceable and the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties' intent in entering into this Settlement Agreement. 9.4. Modification.No alteration, amendment,waiver, cancellation or any other change in any term or condition of this Settlement Agreement shall be valid or binding on any Party unless the same shall have been mutually assented to in writing by all Parties. 9.5. Independent Legal Advice.The Parties acknowledge that they have been advised or had the opportunity to be advised by their own independently selected counsel and other 4 Page 1963 of 2002 advisors in connection with this Settlement Agreement and enter into this Settlement Agreement solely on the basis of that advice and on the basis of their own independent investigation of all of the facts,laws and circumstances material to this Settlement Agreement or any provisions thereof, and not in any manner or to any degree based upon any statement or omission by any other Party and/or its counsel. 9.6. Construction. Each Party has cooperated in the drafting and preparation of this Settlement Agreement. Hence,this Settlement Agreement shall not be construed against any Party on the basis of that Party being the drafter. 9.7. Entire Agreement. This Settlement Agreement,including the Exhibits,constitutes and contains the final, complete and exclusive Settlement Agreement and understanding among the Parties. This Settlement Agreement supersedes and replaces all prior negotiations and all written agreements,proposed or otherwise, whether written or oral, concerning the subject matter hereof. This is a fully integrated document. 9.8. Fees and Costs. Each Party shall bear their own costs and attorney fees incurred in connection with negotiation and consummation of this Settlement Agreement and in connection with the Lawsuit. 9.9. Headings. The headings contained herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 9.10. Incorporation of Whereas Clauses. The"WHEREAS"recitals at the beginning of this Settlement Agreement are incorporated herein in their entirety as if restated here in full and made a part of this Settlement Agreement. 9.11. Execution in Separate Counterparts. Each Party will execute and promptly deliver to the other Party a full copy of this Settlement Agreement pursuant to its terms. Notwithstanding the foregoing, the Parties acknowledge that this Settlement Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all of which shall together constitute one and the same instrument. BY EXECUTING THIS SETTLEMENT AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS READ THIS SETTLEMENT AGREEMENT AND UNDERSTANDS ITS TERMS AND PROVISIONS. For convenience, this Settlement Agreement may be executed by signatures transmitted by PDF or other electronic means. Unless otherwise waived by a signing Party, a signing Party's signature shall become void if this Settlement Agreement is not fully executed within fifteen (15) days of the date of such signing Party's signature. [Remainder of page left intentionally blank, signature blocks appear on the following page] 5 Page 1964 of 2002 Miami Beach Redevelopment Agency Alina T. Hudak, City Manager Executive Director of the MBRA Date: ATTEST: Rafael E. Granado, City Clerk Date: US Vintage, Inc. By: Name: Title: Date: Joshua Glickman Shaul Ashkenazy Date: Date: Ezra Saig Date: 6 Page 1965 of 2002 EXHIBIT A- DISMISSAL WITH PREJUDICE IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CASE NO.: 21-014138-CA-01 MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, Plaintiff, v. US VINTAGE INC, a Florida profit corporation; JOSHUA GLICKMAN, an individual; SHAUL ASHKENAZY, an individual; and EZRA SAIG, an individual, Defendants. / VOLUNTARY DISMISSAL WITH PREJUDICE Plaintiff Miami Beach Redevelopment Agency,pursuant to Rule 1.420(a)(1)of the Florida Rules of Civil Procedure informs the Court that the parties have finalized a Settlement Agreement that fully and finally addresses all issues relating to this case. Thus, Plaintiff Miami Beach Redevelopment Agency hereby voluntarily dismisses the entire action against all of the Defendants with prejudice. Dated: ,2024 Respectfully submitted, By: DRAFT Yoe Lopez(Fla. Bar No. 1003046) yoelopez@miamibeachfl.gov Assistant City Attorney 7 Page 1966 of 2002 City of Miami Beach 1700 Convention Center Drive, 4th Fl. Miami Beach, Florida 33139 Tel: 305.673.7470 Fax: 305.673.7002 CERTIFICATE OF SERVICE I hereby certify that on , 2024, the foregoing was filed through the E-filing Portal through which electronic notification was provided to all counsel and parties of record, including Carlos Nunez-Vivas, Esq. (carlos@wnlawgroup.com). By: 8 Page 1967 of 2002 EXHIBIT B - MBRA ACCOUNT DETAILS Account Details for Wire Transfer NAME: BANK NAME: ABA NUMBER: SWIFT: ACCT. NUMBER: 9 Page 1968 of 2002 Exhibit A SETTLEMENT AGREEMENT This Settlement Agreement ("Settlement Agreement") is entered into by and between MIAMI BEACH REDEVELOPMENT AGENCY ("MBRA"), on the one hand, and US VINTAGE, INC. ("USV"), JOSHUA GLICKMAN ("Mr. Glickman"), SHAUL ASHKENAZY ("Mr.Ashkenazy") and EZRA SAIG("Mr. Saig"), on the other hand. MBRA, USV, and Messrs. Glickman, Ashkenazy and Saig,may be referred to herein as a "Party" or collectively as the "Parties." WHEREAS,on June 16,2021,MBRA filed its Complaint for Commercial Tenant Eviction and For Damages ("Complaint") against USV related to the Anchor Shops at South Beach Retail Lease (the "Lease", attached as Exhibit "A" to the Complaint) in the case styled Miami Beach Redevelopment Agency, a public body corporate and politic, v. US Vintage, Inc.,Joshua Glickman, Shaul Ashkenazy and Ezra Saig,Case No.2021-014138 CA 01 (CA25),in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County,Florida(the"Lawsuit"); WHEREAS, MBRA also filed its Complaint in the Lawsuit against Messrs. Glickman, Ashkenazy, and Saig related to certain Unconditional Guaranty attached as exhibit to the Complaint (collectively, USV, Mr. Glickman, Mr. Ashkenazy and Mr. Saig may be referred to herein as"Defendants"); WHEREAS, the Defendants filed their Answer and Affirmative Defenses in the Lawsuit on September 3,2021,denying all claims raised in the Lawsuit against them by MBRA,and raising various affirmative defenses; WHEREAS, pursuant to the terms set forth below,without admitting any liability or fault whatsoever, and solely to avoid further litigation or proceedings, the Parties desire to settle the Lawsuit in full; NOW, THEREFORE, in consideration of the recitals set forth above and the promises contained in this Settlement Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties, on behalf of themselves and their respective officers, directors, owners, agents and assignees, agree as follows: 1. SETTLEMENT PAYMENT 1.1 Payment Terms. The Defendants shall pay, or will cause to be paid, to MBRA a one-time lump-sum payment of Four Hundred and Fifty Thousand U.S. Dollars(US$450,000.00) in immediately available funds ("Payment"). The Payment shall be due thirty(30)days after the Effective Date of the Settlement Agreement. The wire shall make reference to: "Full Settlement Payment Case 2021 014138 CA 01,Miami-Dade County, Florida". 1.2 Effective Date. The Effective Date of the Settlement Agreement is the date when the last Party to execute this Settlement Agreement signs and dates it, and the Settlement Agreement is thereby fully signed and dated by all Parties hereto. 1.3 Method. The Payment shall be made by wire transfer in U.S. Dollars and in immediately available funds to the bank account designated in Exhibit B by MBRA. Page 1969 of 2002 1.4 Taxes. Each Party shall be responsible for any duties,taxes, or levies to which it is subject as a result of any payment pursuant to this Settlement Agreement by any jurisdiction. 2. DISMISSAL OF THE LAWSUIT MBRA shall file a Voluntary Dismissal with Prejudice of the Lawsuit within five(5)days upon receipt of Payment into the designated bank account. The Parties agree to the substantial form of the voluntary dismissal attached hereto as Exhibit A. 3. RELEASES 3.1. Mutual Releases- Litigation. Except as to claims that arise from this Settlement Agreement, upon the Effective Date of the Settlement Agreement, each Party, on behalf of itself/himself, its affiliates and their respective directors, officers, employees, legal successors, agents, principals, and assigns hereby irrevocably and unconditionally releases, acquits, holds harmless, and forever discharges (a) the other Parties, (b) each Party's past, current, and future affiliates, and (c) their respective directors, owners, officers, employees, managers, members, principals, partners, shareholders, guarantors, agents, consultants, representatives, successors, assigns (including Marco Destin, Inc.), and attorneys of the persons in (a) or (b) above (the "Released Entities and Persons"), from any and all claims, causes of action, demands, liability, losses, damages, legal fees, costs and any other claims of compensation or liability whatsoever, known or unknown, suspected or unsuspected, in law or equity (collectively "Claims"), wherein such Claims are based upon, arise out of or relate to the Lawsuit and/or the Lease and/or the Unconditional Guaranty, and/or the conduct of settlement negotiations before the Effective Date (except for representations and obligations expressly included in this Settlement Agreement). 4. Settlement Procedures. First, this Settlement Agreement shall be submitted for approval to the Mayor and City Commission of the City of Miami Beach, serving in its capacity as the Miami Beach Redevelopment Agency Board, in January 2024. If approval is not obtained, then this Settlement Agreement shall terminate by operation of law. Second, upon approval by the Mayor and City Commission of the City of Miami Beach, MBRA shall have its authorized representative sign and date this Settlement Agreement. Third, after MBRA executes this Settlement Agreement,its counsel Yoe Lopez, Esq.,shall email the executed Settlement Agreement to counsel for the Defendants,Carlos Nunez-Vivas,Esq. at carlosnawnlawgroup.com Fourth, upon receipt, counsel for the Defendants shall cause the Defendants to execute and date this Settlement Agreement, and forward a fully executed copy of the Settlement Agreement to Mr. Lopez at YoeLopez@miamibeach flo_v Fifth,Defendants shall make or cause to be made the Payment within thirty(30)days after the Effective Date of the Settlement Agreement. Sixth,MBRA shall file a Voluntary Dismissal with Prejudice of the Lawsuit within five(5) days upon receipt of Payment into the designated bank account. 2 Page 1970 of 2002 5. NO ADMISSION OF LIABILITY By entering into this Settlement Agreement, none of the Parties hereby admits any fault, injury, harm,wrongdoing, liability or the truth of any allegation contained in the pleadings of the other Party or in any other papers relating to the Lawsuit, nor that the Settlement Agreement in any way reflects or constitutes an admission of liability or wrongdoing by any Party in any respect under any law or statute. 6. PARTIES'COSTS AND FEES Each Party shall bear their own costs and attorney fees incurred in connection with the Lawsuit, including the negotiation and consummation of this Settlement Agreement. 7. . REPRESENTATIONS 7.1. MBRA Representations. MBRA, on behalf of itself and its affiliates, represents and warrants that (i) all corporate and public action necessary for the authorization, execution, and delivery of this Settlement Agreement by MBRA and the performance of its obligations hereunder has been taken; (ii) each person whose signature appears hereon warrants and guarantees that he or she has been duly authorized and has full authority to execute this Settlement Agreement on behalf of MBRA; and (iii) once fully executed, this Settlement Agreement represents a valid and binding obligation on MBRA and the City of Miami Beach, Florida. 7.2. USV Representations. USV represents and warrants that: (a) all corporate action necessary for the authorization, execution and delivery of this Settlement Agreement by it and the performance of its obligations hereunder has been taken;(b)each person whose signature appears hereon warrants and guarantees that he or she has been duly authorized and has full authority to execute this Settlement Agreement on behalf of USV; and (c) once fully executed, this Settlement Agreement represents a valid and binding obligation of USV. 7.3. Messrs. Glickman,Ashkenazy and Saig Representations. Messrs. Glickman, Ashkenazy and Saig, each represent and warrant that: (a) all representations contained in the Agreement are true and accurate and that such representations are deemed to be given or repeated by each party; and (b) once fully executed, this Settlement Agreement represents a valid and binding obligation of each individual. 8. NOTICES AND OTHER COMMUNICATIONS Any notice or other communication pursuant to this Settlement Agreement shall be made by registered mail (return receipt requested), Federal Express, UPS or DHL (or other nationally recognized courier) and will be effective upon delivery to the listed addresses ("Notice") below, except for Notices sent by registered mail which will be effective upon the earlier of(1) actual receipt thereof by the designated recipient(i.e.,the"Attn:"recipient),if any, following delivery to 3 Page 1971 of 2002 the listed addresses below or (2) five (5) days after delivery to the listed addresses below. Such notice or communication shall be mailed to the addresses below, or to such other address as each Party shall provide by notice given in accordance herewith. If an e-mail address has been provided, the sending Party shall also send a courtesy copy of such notice or other communication to such e-mail address. • If to MBRA V Miami Beach Redevelopment Agency Attn: Yoe Lopez, Esq. Assistant City Attorney City of Miami Beach 1700 Convention Center Drive,4th Floor Miami Beach, Florida 33139 Tel: 305.673.7470 Email: yoelopez(i4miamibeachfl.gov If to.Defendants • V Waserstein&Nunez, PLLC Attn: Carlos A. Nunez-Vivas, Esq. (carlos@wnlawgroup.com) 1124 Kane Concourse Bay Harbor, FL 33154 Tel: 305.563.1011 Email: carlos(rOinlawgroup.com;jc u,wnlawgroup.com 9. , GENERAL PROVISIONS 9.1. Choice of Law. The laws of the State of Florida, exclusive of conflict of law provisions, shall apply in any controversy or claim arising out of or relating to this Settlement Agreement(any such dispute, a"Covered Dispute"). 9.2. Venue. Each Party agrees to exclusive personal jurisdiction and venue in.the state courts in Miami,Miami-Dade County,Florida, for all Covered Disputes. 9.3. Partial Invalidity.If any provision of this Settlement Agreement shall be found or is held to be invalid or unenforceable, the remainder of this Settlement Agreement shall be valid and enforceable and the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties' intent in entering into this Settlement Agreement. 9.4. Modification.No alteration, amendment,waiver, cancellation or any other change in any term or condition of this Settlement Agreement shall be valid or binding on any Party unless the same shall have been mutually assented to in writing by all Parties. 9.5. Independent Legal Advice.The Parties acknowledge that they have been advised or had the opportunity to be advised by their own independently selected counsel and other • Page 1972 of 2002 advisors in connection with this Settlement Agreement and enter into this Settlement Agreement solely on the basis of that advice and on the basis of their own independent investigation of all of the facts, laws and circumstances material to this Settlement Agreement or any provisions thereof, and not in any manner or to any degree based upon any statement or omission by any other Party and/or its counsel. 9.6. Construction. Each Party has cooperated in the drafting and preparation of this Settlement Agreement. Hence,this Settlement Agreement shall not be construed against any Party on the basis of that Party being the drafter. 9.7. Entire Agreement. This Settlement Agreement,including the Exhibits,constitutes and contains the final, complete and exclusive Settlement Agreement and understanding among the Parties. This Settlement Agreement supersedes and replaces all prior negotiations and all written agreements, proposed or otherwise, whether written or oral, concerning the subject matter hereof. This is a fully integrated document. 9.8. Fees and Costs. Each Party shall bear their own costs and attorney fees incurred in connection with negotiation and consummation of this Settlement Agreement and in connection with the Lawsuit. 9.9. Headings. The headings contained herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 9.10. Incorporation of Whereas Clauses. The"WHEREAS"recitals at the beginning of this Settlement Agreement are incorporated herein in their entirety as if restated here in full and made a part of this Settlement Agreement. 9.11. Execution in Separate Counterparts. Each Party will execute and promptly deliver to the other Party a full copy of this Settlement Agreement pursuant to its terms. Notwithstanding the foregoing, the Parties acknowledge that this Settlement Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all of which shall together constitute one and the same instrument. BY EXECUTING THIS SETTLEMENT AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT IT HAS READ THIS SETTLEMENT AGREEMENT AND UNDERSTANDS ITS TERMS AND PROVISIONS. For convenience, this Settlement Agreement may be executed by signatures transmitted by PDF or other electronic means. Unless otherwise waived by a signing Party,a signing Party's signature shall become void if this Settlement Agreement is not fully executed within fifteen (15) days of the date of such signing Party's signature. [Remainder of page left intentionally blank, signature blocks appear on the following page] 5 Page 1973 of 2002 Miami Beach Redevelopment Agency Alina T. Hudak, City Manager Executive Director of the MBRA Date: ATTEST: Rafael E. Granado, City Clerk Date: US Vintage, Inc. By: Name: Title: Date: Joshua Glickman Shaul Ashkenazy Date: Date: Ezra Saig Date: 6 Page 1974 of 2002 EXHIBIT A- DISMISSAL WITH PREJUDICE IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CASE NO.: 21-014138-CA-01 MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic, Plaintiff, v. US VINTAGE INC, a Florida profit corporation; JOSHUA GLICKMAN, an individual; SHAULASHKENAZY, an individual; and EZRA SAIG, an individual, Defendants. • VOLUNTARY DISMISSAL WITH PREJUDICE Plaintiff Miami Beach Redevelopment Agency,pursuant to Rule 1.420(a)(I)of the Florida Rules of Civil Procedure informs the Court that the parties have finalized a Settlement Agreement that fully and finally addresses all issues relating to this case. Thus, Plaintiff Miami Beach Redevelopment Agency hereby voluntarily dismisses the entire action against all of the Defendants with prejudice. Dated: ,2024 Respectfully submitted, By: DRAFT Yoe Lopez(Fla. Bar No. 1003046) yoelopezgmiamibeachfl.gov Assistant City Attorney 7 Page 1975 of 2002 City of Miami Beach 1700 Convention Center Drive, 4th Fl. Miami Beach, Florida 33139 Tel: 305.673.7470 Fax: 305.673.7002 CERTIFICATE OF SERVICE I hereby certify that on , 2024, the foregoing was filed through the E-filing Portal through which electronic notification was provided to all counsel and parties of record, including Carlos Nunez-Vivas, Esq. (carlos@wnlawgroup.com). By: 8 Page 1976 of 2002 EXHIBIT B - MBRA ACCOUNT DETAILS Account Details for Wire Transfer NAME: BANK NAME: ABA NUMBER: SWIFT: ACCT. NUMBER: 9 Page 1977 of 2002