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HomeMy WebLinkAboutExhibits A-G EXHIBIT" A" The Lawsuits 1.) Micky Biss and USA Express, Inc. v. David Dermer, Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera Bower and Simon Cruz, 11 th Jud. Cir. Ct. Case No. 06-5439 CA 22 2.) Micky Biss v. David Dermer, et al., 11 th Jud. Cir. Ct. Case No. 05-10178 CA 23 3.) Micky Biss v. City of Miami Beach and Robert Parcher, City Clerk ofthe City of Miami Beach, 11 th Jud. Cir. Ct. Case No. 05-05755 CA 30 4.) Micky Biss and USA Express, Inc. v. City of Miami Beach, 11th Jud. Cir. Ct., Case No. 01-11865 CA 10 The Claims 5.) Harris Act Claims: Micky Biss (120 Ocean Drive) and USA Express, Inc. (126-130 Ocean Drive) (January 19,1999, September 9,1999, and August 14, 1996 claim letters) EXHIBIT "B" - The Lands Parcell: Lots 4 and 5, less the East 15 feet thereof, in Block 2, of OCEAN BEACH, FLORIDA, according to the plat thereof as recorded in Plat Book 2, Page 38, of the Public Records of Miami-Dade County, Florida. Tax Folio Nos.: 0242030030190 and 0242030030200 AND Parcel 2: Lot 6, less the East 15 feet thereof, in Block 2, of OCEAN BEACH, FLORIDA, according to the plat thereof as recorded in Plat Book 2, Page 38, of the Public Records of Miami-Dade County, Florida. Tax Folio No.: 0242030030210 EXHIBIT "C" - Development Approvals 1. Written administrative approval of design and other modifications to the Permit by the City's Planning Director, which modifications are set forth in the Final Schematic Design (the "Modification Authorization"); and 2. Issuance of an amended Permit for the Project by the City's Building Department as necessitated by the approval in the Modification Authorization. COMPOSITE EXHIBIT "D" IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 05-10178 CA 23 MICKY BISS, Plaintiff, vs. DAVID DERMER, individually and as Mayor of the City of Miami Beach, SAUL GROSS, individually and as City Commissioner of the City of Miami Beach, RICHARD STEINBERG, individually and as City Commissioner of the City of Miami Beach, JOSE SMITH, individually and as City Commissioner of the City of Miami Beach, MATTI HERRERA BOWER, individually and as City Commissioner of the City of Miami Beach, LUIS R. GARCIA, JR., individually and as City Commissioner of the City of Miami Beach, and SIMON CRUZ, individually and as City Commissioner of the City of Miami Beach, and the CITY OF MIAMI BEACH, a Florida municipal corporation, Defendants. / NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE Please take notice that plaintiff Micky Biss, by and through undersigned counsel, hereby voluntarily dismisses the above-styled action with prejudice pursuant to Rule 1.420(a)(1) of the Florida Rules of Civil Procedure. Respectfully Submitted, DORIS FREUD MAN, ESQ. 1744 South Miami Avenue Miami, Florida 33129 Telephone: (305) 857-3534 Facsimile: (305) 854-3595 By: DORIS FREUDMAN, ESQ. FLORIDA BAR NO. 749699 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was forwarded via U.S. Mail on this _ day of , _ to: Jose Smith, City Attorney Jean Olin, Deputy City Attorney Debora J. Turner, First Asst. City Attorney City of Miami Beach 1700 Convention Center Drive 4th Floor Miami Beach, FL 33139 Attorney IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 06-5439 CA22 MICKY BISS, individually, and USA EXPRESS, INC., a Florida corporation, Plaintiffs, vs. DAVID DERMER, individually, SAUL GROSS, individually, RICHARD STEINBERG, individually, JOSE SMITH, individually, MATTI HERRERA BOWER, individually, and SIMON CRUZ, individually, Defendants. / NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE Please take notice that plaintiffs, Micky Biss and USA Express, Inc., by and through undersigned counsel, hereby voluntarily dismiss the above-styled action with prejudice pursuant to Rule I.420( a) (1 ) of the Florida Rules of Civil Procedure. Respectfully Submitted, DORIS FREUDMAN, ESQ. 1744 South Miami Avenue Miami, Florida 33129 Telephone: (305) 857-3534 Facsimile: (305) 854-3595 By: DORIS FREUDMAN, ESQ. FLORIDA BAR NO. 749699 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was forwarded via U.S. Mail on this _ day of to: Jose Smith, City Attorney Jean Olin, Deputy City Attorney Debora J. Turner First Asst. City Attorney City of Miami Beach 1700 Convention Center Drive 4th Floor Miami Beach, FL 33139 Attorney IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 05-05755 CA 30 MICKY BISS, Plaintiff, vs. THE CITY OF MIAMI BEACH, a Municipal corporation, and ROBERT P ARCHER, the CITY CLERK OF THE CITY OF MIAMI BEACH, Defendants. / NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE Please take notice that plaintiff Micky Biss, by and through undersigned counsel, hereby voluntarily dismisses the above-styled action with prejudice pursuant to Rule 1.420( a)(1) of the Florida Rules of Civil Procedure. Respectfully Submitted, DORIS FREUDMAN, ESQ. 1744 South Miami Avenue Miami, Florida 33129 Telephone: (305) 857-3534 Facsimile: (305) 854-3595 By: DORIS FREUDMAN, ESQ. FLORIDA BAR NO. 749699 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was forwarded via U.S. Mail on this _ day of to: Richard J. Ovelmen, Esq. J orden Burt LLP 777 Brickell Avenue Suite 500 Miami, FL 33131 Jose Smith, City Attorney Jean Olin, Deputy City Attorney Debora J. Turner, First Asst. City Attorney City of Miami Beach 1700 Convention Center Drive 4th Floor Miami Beach, FL 33139 Attorney IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 01-11865 CA 10 MICKY BISS and USA EXPRESS, INe., Plaintiffs, vs. CITY OF MIAMI BEACH, FLORIDA, Defendant. / NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE Please take notice that plaintiffs, Micky Biss and USA Express, Inc., by and through undersigned counsel, hereby voluntarily dismiss the above-styled action with prejudice pursuant to Rule 1.420(a)(I) ofthe Florida Rules of Civil Procedure. Respectfully Submitted, DORIS FREUDMAN, ESQ. 1744 South Miami Avenue Miami, Florida 33129 Telephone: (305) 857-3534 Facsimile: (305) 854-3595 By: DORIS FREUDMAN, ESQ. FLORIDA BAR NO. 749699 CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing was forwarded via U.S. Mail on this _ day of to: Jose Smith, City Attorney Richard J. Ovelmen, Esq. Jean Olin, Deputy City Attorney Jorden Burt LLP Debora J. Turner, First Asst. City Attorney 777 Brickell Avenue City of Miami Beach Suite 500 1700 Convention Center Drive Miami, FL 33131 4 th Floor Miami Beach, FL 33139 John K. Shubin, Esq. Juan J. Farach, Esq. Shubin & Bass, P.A. 46 S.W.I st Street 3 rd Floor Miami, Florida 33130 Attorney COMPOSITE EXHIBIT "E" Exhibit E-l RELEASE FROM HISS TO CITY KNOW ALL MEN BY THESE PRESENTS: That we, Micky Biss and USA Express, Inc., a Florida corporation ("Biss") (collectively, "parties of the first part"), for and in consideration of the sum of Ten and Noll 00 Dollars ($10.00), or other valuable consideration received from or on behalf of the City of Miami Beach, a Florida municipal corporation ("City"), Robert Parcher, individually and in his official capacity as City Clerk, Dayid Dermer, individually and in his official capacity as Mayor of the City, Saul Gross, individually and in his official capacity as City Commissioner, Richard Steinberg, individually and in his official capacity as City Commissioner, Jose Smith, individually and in his official capacity as a former City Commissioner, Matti Herrera-Bower, individually and in her official capacity as City Commissioner, Luis R. Garcia, Jr., indiyidually and in his official capacity as City Commissioner, and Simon Cruz, individually and in his official capacity as City Commissioner (collectiyely, "parties of the second part"), the receipt and sufficiency of which are hereby acknowledged, (Wherever used herein the terms "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 manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, coyenants, contracts, controyersies, agreements, promises, yariances, 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 haye, or which any personal representative, successor, heir or assign of parties of the first part, or anyone of them, hereafter can, shall or may haye, against parties of the second part, with respect to claims or defenses of any nature asserted or that could haye been asserted under or in connection with any matter, cause, or thing arising or accruing from any obligations or 1 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, ownership, or development by Biss of certain property located at 120, 126, and 130 Ocean Drive, Miami Beach, Florida (the "Property"), including (1) those certain actions styled (I) Micky Biss and USA Express, Inc. v. City of Miami Beach, Florida, Case No. 01-11865 CA10 (11th Judicial Circuit Court, Miami-Dade County, Florida); (2) Micky Biss and USA Express, Inc. v. City of Miami Beach and Robert Parcher, the City Clerk of the City of Miami Beach, Case No. 05-05755 CA30 (11 th Judicial Circuit Court, Miami-Dade County, Florida); (3) Micky Biss v. David Dermer, Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera- Bower, Luis R. Garcia, Jr., Simon Cruz, and the City of Miami Beach, Case No. 05-10178 CA23 (1lth Judicial Circuit Court, Miami-Dade County, Florida); and (4) Micky Biss and USA Express, Inc. v. David Dermer, Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera-Bower and Simon Cruz, Case No. 06-5439 CA22 (11 th Judicial Circuit Court, Miami-Dade County, Florida), and (II) those claims concerning the Property presented by Micky Biss and USA Express, Inc. by correspondence dated August 14, 1996, January 19, 1999, and September 9, 1999 pursuant to the Bert J. Harris, 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, or himself, as follows: (i) this Release was signed only after due consideration and consultation with its or his attorneys; (ii) it, or he, was not fraudulently induced, coerced or intimidated to sign this Release; (iii) it, or he has not assigned the rights it or he is releasing hereunder (other than to Ocean Drive CFI, LLC); (iv) the corporate officer signing below has full authority to execute this Release on its behalf; and (v) it, or he, has not entered into any agreement providing for the retention by any person or entity not a signatory hereto of the rights it or he (as applicable) is releasing hereunder, or the corporation included in the parties of the first part themselves (other than with Ocean Drive CFI, LLC). Parties of the first part have not relied upon any oral or written statement or acts made by the parties of the second part or parties of the second part's attorneys or agents. Notwithstanding the foregoing, this Release 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 Drive CFI, LLC, The Congress Group, Inc., and the City of Miami Beach, concerning the Property (the "Agreement"), including without limitation, the documents executed or to be 2 executed in connection with the obligations contemplated by the Agreement (it being understood that the parties of the first part are not a party to the Agreement). 3 IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the _ day of July, 2006. MICKY BISS, individually By: Name: Micky Biss Name: Name: USA EXPRESS, INC., a Florida Corporation Name: By: Name: Micky Biss Title: President Name: 4 Exhibit E-2 RELEASE FROM OCEAN/CONGRESS TO CITY KNOW ALL MEN BY THESE PRESENTS: That we, Ocean Drive CFI, LLC, a Delaware limited liability company ("Ocean"), and The Congress Group, Inc. ("Congress"), a Massachusetts domestic profit corporation (collectively, "parties of the first part"), for and in consideration of the sum of Ten and Noll 00 Dollars ($10.00), or other valuable consideration received from or on behalf of the City of Miami Beach, a Florida municipal corporation, Robert Parcher, individually and in his official capacity, David Dermer, 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 R. 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 and sufficiency of which are hereby acknowledged, (Wherever used herein the terms "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 manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, 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 anyone 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 1 limitation, any claims that were or could have been brought in connection with the acquisition, ownership, or development by Ocean, Congress, Micky Biss and/or USA Express, Inc. of certain property located at 120, 126, and 130 Ocean Drive, Miami Beach, Florida (the "Property"), including (I) those certain actions styled (1) Micky Biss and USA Express, Inc. v. City of Miami Beach, Florida, Case No. 01-11865 CA10 (1lth Judicial Circuit Court, Miami-Dade County, Florida); (2) Micky Biss and USA Express, Inc. v. City of Miami Beach and Robert Parcher. the City Clerk of the City of Miami Beach, Case No. 05-05755 CA30 (11 th Judicial Circuit Court, Miami-Dade County, Florida); (3) Micky Biss v. David Dermer. Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera-Bower. Luis R. Garcia. Jr.. Simon Cruz. and the City of Miami Beach, Case No. 05-10178 CA23 (11 th Judicial Circuit Court, Miami-Dade County, Florida); and (4) Micky Biss and USA Express, Inc. v. David Dermer. Saul Gross, Richard Steinberg. Jose Smith. Matti Herrera-Bower and Simon Cruz, Case No. 06-5439 CA22 (11 th Judicial Circuit Court, Miami-Dade County, Florida), and (II) those claims concerning the Property presented by Micky Biss and USA Express, Inc. by correspondence dated August 14, 1996, January 19, 1999, and September 9, 1999 pursuant to the Bert J. Harris, 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 signed only after due consideration and consultation with its attorneys; (ii) it was not fraudulently induced, coerced or intimidated to sign this Release; (iii) it has not assigned the rights it is releasing hereunder; (iv) the corporate officer signing below has full authority to execute this Release 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 parties of the first part themselves. Parties of the first part have not relied upon any oral or written statement or acts made by the parties of the second part or parties of the second part's attorneys or agents. Notwithstanding the foregoing, this Release 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 without limitation, the documents executed or to be executed in connection with the obligations contemplated by the Agreement. 2 IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the _ day of July, 2006. OCEAN DRIVE CFI, LLC, a Delaware limited liability company By: Congress Fund Management LLC, its manager By: Name: Name: Dean F. Stratouly Title: Manager Name: THE CONGRESS GROUP, INC., a Massachusetts domestic profit corporation By: Name: Dean F. Stratouly Title: President & CEO Name: Name: 3 COMPOSITE EXHIBIT "F" Exhibit F-l RELEASE FROM CITY TO HISS KNOW ALL MEN BY THESE PRESENTS: That we, the City of Miami Beach, a Florida municipal corporation ("City"), David Dermer, individually and in his official capacity as Mayor of the City, Saul Gross, individually and in his official capacity as City Commissioner, Richard Steinberg, individually and in his official capacity as City Commissioner, Jose Smith, indiyidually and in his official capacity as a former City Commissioner, Matti Herrera-Bower, individually and in her official capacity as City Commissioner, Luis R. Garcia, Jf., indiyidually and in his official capacity as City Commissioner, Simon Cruz, individually and in his official capacity as City Commissioner, and Robert Parcher, individually and in his official capacity as City Clerk (collectively, "parties of the first part"), for and in consideration of the sum of Ten and Noll 00 Dollars ($10.00), or other valuable consideration received from or on behalf of Micky Biss and U.SA Express, Inc., a Florida corporation ("Biss") (collectively, "parties of the second part"), the receipt and sufficiency of which are hereby acknowledged, (Wherever used herein the terms "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 manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, 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 haye, or which any personal representatiye, successor, heir or assign of parties of the first part, or anyone 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 1 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, ownership, or development by Biss of certain property located at 120, 126, and 130 Ocean Drive, Miami Beach, Florida (the "Property"), including (I) those certain actions styled (l) Micky Biss and USA Express, Inc. v. City of Miami Beach, Florida, Case No. 01-11865 CA10 (lIth Judicial Circuit Court, Miami-Dade County, Florida); (2) Micky Biss and USA Express, Inc. v. City of Miami Beach and Robert Parcher, the City Clerk of the City of Miami Beach, Case No. 05-05755 CA30 (11 th Judicial Circuit Court, Miami-Dade County, Florida); (3) Micky Biss v. David Dermer, Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera- Bower, Luis R. Garcia, Jr., Simon Cruz, and the City of Miami Beach, Case No. 05-10178 CA23 (lIth Judicial Circuit Court, Miami-Dade County, Florida); and (4) Micky Biss and USA Express, Inc. v. David Dermer, Saul Gross, Richard Steinberg, Jose Smith, Matti Herrera-Bower and Simon Cruz, Case No. 06-5439 CA22 (lIth Judicial Circuit Court, Miami-Dade County, Florida), and (II) those claims concerning the Property presented by Micky Biss and USA Express, Inc. by correspondence dated August 14, 1996, January 19, 1999, and September 9, 1999 pursuant to the Bert J. Harris, 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, or himself/herself, as follows: (i) this Release was signed only after due consideration and consultation with its or his/her attorneys; (ii) it, or he/she, was not fraudulently induced, coerced or intimidated to sign this Release; (iii) it, or he/she has not assigned the rights it or he/she is releasing hereunder; (iv) the Mayor signing below has full authority to execute this Release on behalf of the City, and the Commissioners and City Clerk have full authority to execute this Release in their respective capacities; and (v) it, or he/she, has not entered into any agreement providing for the retention by any person or entity not a signatory hereto of the rights it or he/she (as applicable) is releasing hereunder, or the municipality included in the parties of the first part themselves. Parties of the first part have not relied upon any oral or written statement or acts made by the parties of the second part or parties of the second part's attorneys or agents. 2 IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the _ day of July, 2006. CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation Attest: By: City Clerk Mayor DAVID DERMER, individually and in his official capacity as Mayor of City By: Name: David Dermer Name: Name: SAUL GROSS, individually and in his official capacity as City Commissioner By: Name: Saul Gross Name: Name: RICHARD STEINBERG, individually and in his official capacity as City Commissioner Name: By: Name: Richard Steinberg 3 Name: Name: Name: Name: Name: Name: Name: Name: JOSE SMITH, individually and in his official capacity as a former City Commissioner By: Name: Jose Smith MATTI HERRERA-BOWER, individually and in her official capacity as City Commissioner By: Name: Matti Herrera-Bower LUIS R. GARCIA, JR., individually and in his official capacity as City Commissioner By: Name: Luis R. Garcia, Jf. SIMON CRUZ, individually and in his official capacity as City Commissioner By: Name: Simon Cruz 4 Name: 5 Name: Name: ROBERT PARCHER, individually and in his official capacity as City Clerk By: Name: Robert Parcher 6 Exhibit F-2 RELEASE FROM CITY TO OCEAN/CONGRESS KNOW ALL MEN BY THESE PRESENTS: That we, the City of Miami Beach, a Florida municipal corporation, David Dermer, 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 R. Garcia, Jr., individually and in his official capacity, and Simon Cruz, individually and in his official capacity, and Robert Parcher, individually and in his official capacity (collectively, "parties of the first part"), for and in consideration of the sum of Ten and Noll 00 Dollars ($10.00), or other valuable consideration received from or on behalf of Ocean Drive CFI, LLC, a Delaware limited liability company ("Ocean"), and The Congress Group, Inc. ("Congress"), a Massachusetts domestic profit corporation (collectively, "parties of the second part"), the receipt and sufficiency of which are hereby acknowledged, (Wherever used herein the terms "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 manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, 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 anyone 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, ownership, or development by Ocean, Congress, Micky Biss and/or USA Express, Inc. of certain property located at 120, 126, and 130 Ocean Drive, Miami Beach, Florida (the "Property"), including (I) those certain actions styled (1) Micky Biss and USA Express, Inc. v. City of Miami Beach. Florida, Case No. 01-11865 CA10 (11 th Judicial Circuit Court, Miami-Dade County, Florida); (2) Micky Biss and USA Express. Inc. v. City of Miami Beach and Robert Parcher. the City Clerk of the City of Miami Beach, Case No. 05-05755 CA30 (11 th Judicial Circuit Court, Miami-Dade County, Florida); (3) Micky Biss v. David Dermer. Saul Gross. Richard Steinberg, Jose Smith, Matti Herrera-Bower. Luis R. Garcia. Jr.. Simon Cruz, and the City of Miami Beach, Case No. 05-10178 CA23 (11 th Judicial Circuit Court, Miami-Dade County, Florida); and (4) Micky Biss and USA Express, Inc. v. David Dermer, Saul Gross, Richard Steinberg. Jose Smith, Matti Herrera-Bower and Simon Cruz, Case No. 06-5439 CA22 (11 th Judicial Circuit Court, Miami-Dade County, Florida), and (II) those claims concerning the Property presented by Micky Biss and USA Express, Inc. by correspondence dated August 14, 1996, January 19, 1999, and September 9, 1999 pursuant to the Bert J. Harris, 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, or himself/herself, as follows: (i) this Release was signed only after due consideration and consultation with its or his attorneys; (ii) it, or he/she, was not fraudulently induced, coerced or intimidated to sign this Release; (iii) it, or he/she has not assigned the rights it or he/she is releasing hereunder; (iv) he/she has full authority to execute this Release on its behalf; and (v) it, or he/she, has not entered into any agreement providing for the retention by any person or entity not a signatory hereto of the rights it or he/she (as applicable) is releasing hereunder, or the corporation included in the parties of the first part themselves. Parties of the first part have not relied upon any oral or written statement or acts made by the parties of the second part or parties of the second part's attorneys or agents. Notwithstanding the foregoing, this Release 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 without limitation, the documents executed or to be executed in connection with the obligations contemplated by the Agreement. IN WITNESS WHEREOF, we have hereunto set our hands and seals as of the _ day of July, 2006. CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation Attest: By: City Clerk Mayor DAVID DERMER, individually and in his official capacity Name: By: Name: David Dermer Name: SAUL GROSS, individually and in his official capacity By: Name: Saul Gross Name: Name: RICHARD STEINBERG, individually and in his official capacity By: Name: Richard Steinberg Name: Name: JOSE SMITH, individually and in his official capacity By: Name: Jose Smith Name: Name: MATTI HERRERA-BOWER, individually and in her official capaci ty By: Name: Matti Herrera-Bower Name: Name: LUIS R. GARCIA, JR., individually and in his official capaci ty By: Name: Luis R. Garcia, Jr. Name: Name: SIMON CRUZ, individually and in his official capacity By: Name: Simon Cruz Name: Name: ROBERT PARCHER, individually and in his official capacity Name: By: Name: Robert Parcher Name: Exhibit "G" July !.b., 2006 City of Miami Beach c/o City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 The Congress Group, Inc. Ocean Drive CFI, LLC c/o John K. Shubin, Esq. Shubin & Bass, P.A. 46 S.W. 1 st Street, 3rd Floor Miami, Florida 33130-1610 Mr. Micky Biss USA Express, Inc. c/o Doris Freudman, Esq. 1744 South Miami Avenue Miami, Florida 33129 Re: Escrow Agreement Dear Sirs/Madam: I acknowledge that I am agreeing to serve as escrow agent under that certain Agreement dated July l1...., 2006, among Ocean, Congress, and the City of Miami Beach (the "Agreement"). Accordingly, I agree to hold in escrow the Releases and Dismissals executed or to be executed pursuant to the Agreement, and to faithfully discharge my responsibilities as escrow agent in accordance with the terms and conditions of the Agreement. Upon satisfaction of the terms and conditions set forth in the Agreement, I agree to file or cause to be filed the Dismissals, and simultaneously deliver counterpart originals of the Releases to the respective parties and to Mr. Micky Biss and USA Express, Inc. ~D. ichard ovelmevq. DwL