Settlement Agreement between CMB & US Vintage, INC RDA (082 - Z02-4
MAR 6 - 2024
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.
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 carlosCawnlawgroup.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 YoeLo_peztaJmiamibeachfLgov
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.
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S. 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
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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(a0iamibeachfl.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(iiwnlawgroup.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
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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 mariner 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]
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Miami Beach Redevelopment Agency
na T.Hudak,City Man gcr
Executive Director of the MBIZA
Date: alp c$ fLy
ATTEST: gam.li)i
J y
Rafael E.Gr ado,City Clerk I
Date:
iviM\ 6 - 2024 i 1.I11EORP ORATE0.o
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US Vintage, Inc.
By: 4/
Name- /f 511- - GA cA4ANsol
Title: P WA'4'
Date: rA244
Joshua Glick,r Shaul Ashke
0A_____
Date: 1!$1ao?4 Date: `A ', a
Ezra Saig
31 i t'a-oi.c
•
EXHIBIT A- DISMISSAL WITH PREJUDICE
IN THE CIRCUIT COURT OF THE I1TH
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)(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(u miamibeachfl.gov
Assistant City Attorney
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City of Miami Beach
1700 Convention Center Drive, 4`h 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:
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EXHIBIT B - MBRA ACCOUNT DETAILS
Account Details for Wire Transfer
NAME:
BANK NAME:
ABA NUMBER:
SWIFT:
ACCT. NUMBER:
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MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive.Miami Beach,Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Chairperson Steven Meiner and Members of the
Miami Beach Redevelopment Agency
FROM: Rafael A. Paz, City Attorney O
DATE: January 31, 2024
SUBJECT: CLOSED ATTORNEY-CLIENT SESSION RE: MIAMI BEACH
REDEVELOPMENT AGENCY V. CUBICHE 105, LLC, 11' CIRCUIT COURT
CASE NO. 2023-025452-CA-01
Pursuant to §286.011, Florida Statutes, I, as the City Attorney and General Counsel for the Miami
Beach Redevelopment Agency(the "RDA"), hereby advise the Chairperson and Members of the
RDA that I desire advice concerning the following pending litigation matters:
MIAMI BEACH REDEVELOPMENT AGENCY V. CUBICHE 105, LLC,
11TH CIRCUIT COURT CASE NO. 2023-025452-CA-01
Therefore, a private closed Attorney-Client Session of approximately forty-five minutes in duration
will be held during the lunch recess of the City Commission meeting on January 31, 2024. A
quorum of the RDA will meet in person at the Miami Beach Convention Center, 1900 Convention
Center Drive, Room 220, Miami Beach, Florida 33139, to discuss settlement negotiations and/or
strategy related to litigation expenditures with regard to the above-referenced litigation matter.
The following individuals may be in attendance: Chairperson Steven Meiner, Vice-Chairperson
Kristen Rosen Gonzalez, Members of the Miami Beach Redevelopment Agency: Tanya K. Bhatt,
Laura Dominguez, Alex Fernandez, Joseph Magazine, and David Suarez; Miami-Dade County
Commissioner Eileen Higgins, City Manager/Executive Director Alina T. Hudak; City
Attorney/General Counsel for RDA Rafael A. Paz; Deputy City Attorney Ricardo Dopico, Senior
Assistant City Attorney Yoe Lopez.
A certified court reporter will be present to record the time of commencement of the meeting, the
time of termination of the meeting, all discussions and proceedings, the persons present, and the
names of all persons speaking. The transcript shall be a public record at the conclusion of the
litigation.
RAP/YL/mmm
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 Agency v. 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:
iyiFr" r► S7fl
Rafael E. GYeanado, City Clerk APPROVED AS TO
FORM & LANGUAGE
'� �`8 1� . & OREXECUTION
} INCDRtr^ DRAICD �t�i 1 ,_ /-7_ `L,
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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.
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 carlos(ciiwnlawgroup.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(iumiamibeachfl.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.
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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
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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(dimiamibeachfl.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; ic®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
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
Miami Beach Redevelopment Agency
Alina T. Hudak,City Manager
Executive Director of the MBRA
Date:
ATTEST:
Rafael E.Granado,City Clerk
Date:
US Vintahe. Inc.
By: "-"Y/
Name- 4 5k.- G�'dem. Al
Title: PwPh`1104•4—
Date: SkfrlPo/
Joshua Click ian ShaulAehke
Date: �.1$ ?eV, _ Date: rain ',
Ezra Saig
EXHIBIT A- DISMISSAL WITH PREJUDICE
IN THE CIRCUIT COURT OF THE 11TH
JUDICIAL CIRCUIT IN AND FOR
MIAMI-DADE COUNTY, FLORIDA
CASE NO.: 21-0(4138-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 I.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(wmiamibeachf1.gov
Assistant City Attorney
7
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(iilwnlawgroup.com).
By:
8
EXHIBIT B - MBRA ACCOUNT DETAILS
Account Details for Wire Transfer
NAME:
BANK NAME:
ABA NUMBER:
SWIFT:
ACCT. NUMBER:
9
OFFICE OF THE CITY ATTORNEY
DATE: 3/1/2024
TO: Rafael Granado, City Clerk
FROM:: Yoe Lopez, Senior Assistant City
Attorney/Police Legal Advisor
Ext. 26409/(305)815-6385 Cel.
SUBJECT: MBRA v US Vintage Settlement Agreement
Case No. 2021-014138-CA-01
Routing
Rafael Granado, City Clerk Office of the City Clerk
For:
Information Only
Review and approval
City Manager's Signature
X City Clerk's Signature
Other
Comments:
Please see attached Commission Memorandum &Resolution
Return to:
Bonnie Stewart
Ext. 26878
Date Needed:
ASAP