HomeMy Public PortalAbout22-001- Settlement Agreement Ingram Parks Apts LLC vs Miami-Dade County and City of Opa-lockaSponsored by: City Attorney
RESOLUTION NO. 22-001
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA, APPROVING A SETTLEMENT
AGREEMENT IN THE CASE OF INGRAM PARK APARTMENTS
LLC V. MIAMI-DADE COUNTY AND CITY OF OPA-LOCKA;
PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on April 20, 2020, Plaintiff, Ingram Park Apartments LLC, initiated a
lawsuit in the Circuit Court for Eleventh Judicial Circuit in and for Miami -Dade County,
Florida, through which Plaintiff sought recovery of damages for Breach of Contract and
Declaratory Relief allegedly arising out of the City's billing for water service to Plaintiff,
as well as the City's alleged intent to place liens on Plaintiff's property for non-payment of
water service bills (hereinafter, the "Lawsuit"); and
WHEREAS, the parties have agreed to settle all issues involved with the Lawsuit;
and
WHEREAS, neither party admits liability in this matter, however, in an effort to
resolve the pending controversy, all parties desire to amicably and expeditiously resolve
all claims and avoid continued litigation; and
WHEREAS, Miami -Dade County Attorney's Office also intends to take this same
matter before the County Commission for full settlement of all claims; and
WHEREAS, the City Commission hereby accepts the recommendation of the City
Attorney's Office to settle this matter consistent with the Agreement, set forth as Exhibit
"A"; and
WHEREAS, the parties desire to enter into a Settlement Agreement with the
intended purpose of resolving all claims as set forth in Exhibit "A", with the City receiving
funds from Plaintiff.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF OPA LOCKA, FLORIDA:
SECTION 1. RECITALS ADOPTED.
The recitals to the preamble herein are incorporated by reference.
Resolution No. 22-001
SECTION 2. AUTHORIZATION
The City Commission of the City of Opa-Locka hereby approves the settlement agreement
between the Plaintiff Ingram Park Apartments LLC, and the City of Opa-Locka, consistent
with the Agreement attached hereto as Exhibit "A"; and further authorizes the City
Manager to take all necessary action consistent with this Resolution.
SECTION 3. SCRIVENER'S ERRORS.
Sections of this Resolution may be renumbered or re -lettered and corrections of
typographical errors which do not affect the intent may be authorized by the City Manager
and with subsequent approval by the City Attorney, without need of public hearing, by
filing a corrected copy of same with the City Clerk.
SECTION 4. EFFECTIVE DATE.
This Resolution shall be effective immediately upon adoption hereof and approval by the
Governor of the State of Florida or Governor's designee.
PASSED and ADOPTED this 22nd day of June, 2022.
Veronica Willlti&'s, Mayor
ATTEST:
Jo a Flores, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Burnadette Norris -Weeks, P.A.
City Attorney
Moved by: Vice Mayor Taylor
Seconded by: Commissioner Bass
2
Resolution No. 22-001
VOTE: 5-0
Commissioner Dominguez YES
Commissioner Bass YES
Commissioner Davis YES
Commissioner Taylor YES
Mayor Williams YES
3
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release is entered into this day of May, 2022, by
and between INGRAM PARK APARTMENTS, LLC (PLAINTIFFS); the CITY OF OPA-
LOCKA, a Florida Municipal Corporation (the "City"); and MIAMI-DADE COUNTY, a
political subdivision of the State of Florida (the "County") (collectively, with the City,
"DEFENDANTS", and with PLAINTIFFS, collectively, the "Parties".
WHEREAS, PLAINTIFFS initiated a lawsuit in the Circuit Court for Eleventh Judicial
Circuit in and for Miami -Dade County, Florida, Case No.: 20 -008684 -CA -01, through which
Plaintiffs sought recovery of damages for Breach of Contract and Declaratory Relief that
allegedly arose out of the City's provision of, and billing for, water service to Plaintiffs as well
as the City's alleged intent to place liens on Plaintiffs' property for non-payment of water service
bills (hereinafter, the "Lawsuit"); and
WHEREAS, Plaintiffs' latest version of the Complaint, the Amended complaint, also
alleges that the County has breached an unspecified contractual obligation to the Plaintiffs and
should also in some unspecific way be held responsible for damages; and
WHEREAS, the Parties want to avoid the associated expense and uncertainty of
litigation, and, therefore, desire to amicably resolve their dispute and settle all of their respective
claims,
NOW, THEREFORE, in consideration of the foregoing recitals and following premises,
terms and conditions and for other good and valuable consideration, the receipt and sufficiency
of which the Parties acknowledge, the Parties agree as follows:
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Case No.: 2020 -008684 -CA -01
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TERMS AND CONDITIONS
1. Incorporation of Recitals. The Parties agree that the above recitals are true and
correct and that those recitals are incorporated by reference and form a part of this Agreement.
The properties at issue in the Complaint are set forth in Exhibit "A" attached hereto.
2. Effective Date. The Effective Date of this Agreement shall be the sooner of: (a)
the date of the expiration of the County Mayor's veto period after the approval of this Agreement
by the Board of County Commissioners of Miami -Dade County (the "BCC") without the County
Mayor vetoing the BCC's resolution approving same, or (b) the date on which the County Mayor
approves the BCC -approved resolution authorizing the execution of this Agreement, as set forth
in Section 3 of this Agreement, or (c) the date on which the BCC overrides a County Mayor veto
of this Agreement.
3. City and County Approval Processes. The Parties acknowledge that before the
City or County may settle any claims or enter into any binding contractual obligations pursuant to
this Agreement. the City and the County must obtain the approval of their respective Boards and
the subsequent assent of, as applicable, the City Mayor or the County Mayor (or, if the County
Mayor vetoes any legislation approving this Agreement, an override of the County Mayor's veto
by the BCC).
a. BCC Approval. The Parties acknowledge that County Resolution No.
130-06 requires that all non -County parties must execute this Agreement before the Agreement
may be placed on the BCC's agenda. Accordingly, Plaintiffs and the City agree to execute this
Agreement before the County and as a precondition of the presentation of this Agreement to the
County Mayor/designee and the BCC. After such execution, Plaintiffs and the City agree that
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Case No.: 2020 -008684 -CA -01
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neither may withdraw from or modify the terms of its settlement, as presented in this Agreement
except as provided in Paragraph 3(c) below.
b. The Parties' Obligations Before BCC Approval. None of the Parties
shall be required to file any document compromising any claims they may have against the other
Parties and shall not have to release the other Parties until the Effective Date.
c. Consequence Upon Failure to Obtain BCC Approval. If the BCC does
not approve this Agreement or override a County Mayor veto of this Agreement, and after all
opportunities for BCC reconsideration have passed, the Parties shall return to the status quo
existing before the Parties' preparation of this Agreement, and the fact that the County, the City
and Plaintiffs sought to negotiate a resolution to their dispute, including any supporting
documents necessary to present this Agreement to the BCC, shall be inadmissible for all reasons
and shall not prejudice any of their pre-existing rights and remedies with respect to each other or
any other person or entity.
4. Agreement to Settle: No Admission of Liability. Subject to the terms and
conditions of this Agreement, the Parties hereby agree that the terms of this Agreement, the
payment of any monies, or any other action of forbearance taken pursuant to this Agreement shall
in no way constitute, nor be construed as, an admission of liability or acknowledgment of the
validity of any allegation, finding or conclusion, by the Parties, or their respective agents, but
rather are made as a contractual settlement by way of compromise for the purpose of settling the
claims, controversies, and differences addressed herein and to avoid the expense and uncertainty
of litigation. Moreover, this Agreement shall not be admissible in any proceeding for any
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purpose, except for the purpose of establishing a claim of default or violation of the provisions
contained herein.
a. Payment Terms. Upon receipt of this signed Settlement Agreement and Release,
PLAINTIFFS shall pay unto DEFENDANT CITY OF OPA-LOCKA the total sum of
$105,920.00 USD (One Hundred and Five Thousand Dollars Nine Hundred and Twenty Dollars
and 00/100 Cents), of which $21, 420 shall be through relinquishment of any claims to their
security deposit and immediate payment of $84,500 and the DEFENDANTS shall release all
claims for any outstanding amounts due on the properties whose water accounts are the subject of
the Lawsuit (the "Properties") that may have accrued through December 2019, and all liens
imposed by the City and/or County related thereto in full and complete settlement of all matters
in dispute in the Lawsuit.
b. Payment Method. Plaintiffs shall pay the sum due above to the City by
cashier's check to the order of City of Opa-Locka, sent by overnight courier to Burnadette
Norris -Weeks P.A., 401 NW 7th avenue, Fort Lauderdale, FL 33311.
5. Plaintiffs' Release. Upon release of and in consideration of the releases of lien
referenced above, PLAINTIFFS, and their subsidiaries, affiliates, successors and assigns hereby
release, acquit, satisfy, and forever discharge the DEFENDANTS, and their officials, employees,
attorneys and representatives, from any and all actions and causes of actions, damages,
judgments, claims, counterclaims and demands whatsoever, liquidated or un-liquidated,
contingent or fixed, known or unknown, determined or undetermined, at law or in equity which
they now have or may have from the beginning of time to the date of these presents and/or that
otherwise could have been brought against the DEFENDANTS in the Lawsuit.
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Case No.: 2020 -008684 -CA -01
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6. City's and County's Releases. As part and parcel of this Settlement and Release
Agreement and in consideration of the settlement sum to be paid to the City, DEFENDANTS do
hereby release, acquit and discharge, and by these present have hereby released, acquitted and
forever discharged, PLAINTIFFS, along with their subsidiaries, affiliates, successors and
assigns from any and all claims, causes of action, rights of action, damages, accounts and/or
reckonings, of whatever name or nature, including, but not limited to, any and all actions for
damages sounding or arising in tort, in contract, or by statute, and any and all other claims,
actions and/or causes of action which were alleged in, or which could have been alleged by
DEFENDANTS, as a counterclaim in the Lawsuit and/or pertaining to or arising out of or
relating to the Lawsuit provided that PLAINTIFFS are not released from paying any water bills
for the Properties identified in the Lawsuit, which accrued after December 2019.
7. Dismissal of the Lawsuit. Within ten (10) days of the Effective Date of this
Agreement, Plaintiffs' counsel shall file a Notice of Voluntary Dismissal with prejudice in the
Lawsuit. Each Party agrees to bear its own attorneys' fees and costs.
8. Florida Law Applies; Exclusive Venue. This Agreement shall be construed
under the laws of the State of Florida without regard to its choice of law provisions. Venue for
any dispute arising out of this Agreement shall lie exclusively with Judges in Section 44 of the
Complex Business Litigation Division in the Eleventh Judicial Circuit in and for Miami -Dade
County.
9. Entire Agreement: Modification. This Agreement together with all documents
required to be executed hereunder constitutes the entire agreement and understanding between
the Parties to this Agreement with respect to the subject matter of this Agreement. No
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supplement, modification, or amendment to this Agreement shall be binding unless it is duly
executed in writing by all Parties.
10. Rule of Construction: Opportunity to Review. The Parties represent and agree
that they have participated equally in the negotiation of the terms and provisions set forth in this
Agreement and that no presumptions or inference shall apply against any Party hereto as to its
construction. The Parties declare that: (a) they have completely read the terms of this
Agreement, (b) they have discussed the terms of the Agreement with legal counsel of their
choice, and (c) they fully understand and voluntarily accept the terms for the purpose of making a
full and final compromise, adjustment and settlement of claims.
1 1. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, executors, administrators, representatives,
agents, attorneys, officers, directors, predecessors, affiliates, parents, subsidiaries, successors or
assigns in connection with any legal action arising out of the Agreement.
12. Authority to Execute and Bind. By executing this Agreement, the undersigned
warrant and represent that they are authorized to enter into this Agreement and empowered to
bind their respective Parties to these terms and, where applicable, their parents, affiliates,
subsidiaries, successors, assignees and related entities. Further, the Parties represent that they
have not assigned any of their respective rights or claims that are the subject of this Agreement to
any third party.
13. Captions. The captions or headings in this Agreement are for convenience only
and in no way define, limit, or describe the scope or intent of any provisions of this Agreement.
14, Severability. The Parties have attempted to create an Agreement that is lawful
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and enforceable in all respects. The validity of this Agreement shall not be affected by any
subsequent changes in federal, state or County law, whether through legislation or judicial
interpretation, which create, eliminate, or change the rights and obligations of the Parties.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to
be effective and valid under applicable law. However, if any provision of this Agreement is held
to be invalid, void, or unenforceable, the balance of the provisions shall, nevertheless, remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
15. Counterparts; Electronic Signatures. The Parties agree that this Agreement,
and any and all other documents in connection with this Agreement, may be executed in one or
more counterparts, each of which shall be deemed an original but all of which shall together
constitute one and the same Agreement. This Agreement may be executed as facsimile, email, or
electronic originals, and each copy of this Agreement bearing the facsimile, email, or electronic
transmitted signature of any Party's authorized representative shall be deemed to be an original.
(Remainder of Page Left Blank Intentionally)
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IN WITNESS WHEREOF, the Parties have executed this Agreement and Mutual
Releases by their duly authorized representatives as of the date of year appearing by their
respective signatures.
ATTEST: MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF COUNTY
COMMISSIONERS
By: By:
Harvey Ruvin
Clerk of the Board
ATTEST:
Daniella Levine Cava
County Mayor
CITY OF OPA LOCKA, FLORIDA
BY ITS BOARD OF CITY
COMMI. LONERS
By:
City Ma or
(SIGNATURES CONTINUE ON NEXT PAGES)
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Case No.: 2020 -008684 -CA -01
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IN T,H- RESENCE OF
WITNESS
STATE OF FLORIDA
COUNTY OF MIAMI DADE
INGRAM PARK APARTMENTS LLC
By
Jon 41'd as Manager of ARMOS Investments
LL , General Partner of Ingram Park Holdings
LLLP, its sole member/manager.
Before me, the undersigned authority, this _ day of May, 2022 personally appeared Jon
Arnold, as Manager of ARMOS Investments LLC, General Partner of Ingram Park Holdings
LLLP, sole member/manager of INGRAM PARK APARTMENTS, LLC, who, after being duly
sworn, deposed and stated that he has read the above and foregoing Settlement Agreement and
Release, and that he knows and appreciates the contents thereof, and has executed same of his
own free act and deed.
Personally Known Produced
as identification.
WITNESS my hand and official seal in the County and State last aforesaid this 2L„ day
of t.,,ft , 2022.
(SEAL)
4 comnd0d9r llres:
Notary Public - State of Florida
Commission # HH 035131
,.:
•••., or t?,;; • My Comm. Expires Sep 6, 2024
Bonded through National Notary Assn,
Notary Signature
Printed Notary Signature
EXHIIBJIT "A"
"
Ingram Park Apartments LLC properties:
• 14460 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1260);
• 14255 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1780);
O 14265 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1790);
® 14305 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1800);
• 14315 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1810);
• 14325 & 14335 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-005-1820);
• 14345 & 14355 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-009-0010);
• 14370 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-009-0170); and
• 14350 NW 22 AVE, Opa-Locka, Fla 33054 (08-2122-009-0190).