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HomeMy Public PortalAboutResolution No. 23-060 - Peleg Settlement AgreementSponsored by: City Attorney RESOLUTION NO. 23-060 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, APPROVING A SETTLEMENT AGREEMENT IN THE CASE OF PELEG GROUP (USA) LLC. V. MIAMI-DADE COUNTY AND CITY OF OPA-LOCKA; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on October 31, 2022, Plaintiffs, Peleg Group (USA) LLC and Opa Locka Warehouse Condominium Association, Inc., initiated a lawsuit in the Circuit Court for Eleventh Judicial Circuit in and for Miami -Dade County, Florida, through which Plaintiffs sought recovery of damages for Breach of Contract and Injunctive Relief that allegedly arose out of the City's provision of and billing for water service, as well as the City's termination of Plaintiffs' water service (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, 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 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. SECTION 2. AUTHORIZATION The City Commission of the City of Opa-Locka hereby approves the settlement agreement between the Plaintiffs, Peleg Group (USA) LLC and Opa Locka Warehouse Resolution No. 23-060 Condominium Association, Inc, 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 10th day of May, 2023. TEST: a Flores, City Clerk APPROVED AS TO FORM AND LEGAL SU ICIENCY: ,,l r' 3is-W B rn edette No eeks, P.A. City Attorney Moved by: Commissioner Williams Seconded by: Commissioner Bass John H/' aylr, Jr., Mayor 2 Resolution No. 23-060 VOTE: 5-0 Commissioner Williams YES Commissioner Kelley YES Commissioner Bass YES Vice Mayor Ervin YES Mayor Taylor YES 3 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release is entered into this _ day of , 2023, by and between PELEG GROUP (USA) LLC and OPA LOCKA WAREHOUSE CONDOMINIUM ASSOCIATION, INC. ("PLAINTIFFS" ) AND the CITY OF OPA- LOCKA, a Florida Municipal Corporation (the "City") (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. 2022 -020831 -CA -01, against Miami -Dade Water and Sewer Department ("Miami -Dade") seeking damages for Breach of Contract and Injunctive Relief that allegedly arose out of the City's provision of, and billing for, water service to PLAIN'llr'FS as well as the City's termination of PLAINTIFFS' water service (hereinafter, the "Lawsuit"); and WHEREAS Miami -Dade has a contract with the City to provide billing and other services related to the provision of water to customers within the City in which the City has agreed to indemnify Miami -Dade; WHEREAS, the City and PLAINTIFFS (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: 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 2. Effective Date. The Effective Date of this Agreement shall be the date when both of the Parties shall have approved this Agreement, following its approval, by resolution, of the City Commission for the City of Opa-locka, Florida. 3. Consequence Upon Failure to Obtain City Commission Approval. If the City Commission of the City of Opa-locka (the "City Commission") does not approve this Agreement, the Parties shall return to the status quo existing before the Parties' preparation of this Agreement, and the fact that the City and PLAINTIFFS sought to negotiate a resolution to their dispute, including any supporting documents necessary to present this Agreement to the City Commission, 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 purpose, except for the purpose of establishing a claim of default or violation of the provisions contained herein. a. Payment Terms and Other Obligations. Following receipt of this signed Settlement Agreement and Release, PLAINTIFFS shall pay unto DEFENDANT CITY OF OPA-LOCKA the total sum of $94,760.74 USD (Ninety Four Thousand Seven Hundred and Six Dollars and 74/100 Cents) hereinafter referred to as the "Settlement Sum") for payment of all past due water charges relating to Opa-Locka water account number 0551627877 and 02739-03, service address 14615 NW 135th 27th Avenue, in the name of PLAINTIFFS, through March 10, 2023. The Settlement Sum represents all past due water charges owed by the PLAINTIFFS' through March 10, 2023 to the City and Miami -Dade. The $94,760.74 shall be paid by PLAINTIFFS in 12 monthly installments of $7896.73 each, on the first of each month, beginning with the first month following the Effective Date. PLAINTIFFS shall also remain current on its payments on account number 0551627877 managed by Miami Dade for the benefit of the City of Opa-locka, failing which water service will be terminated. As long as PLAINTIFFS' remain current on their payments of the Settlement Sum and all future charges on account number 0551627877 the City, or Miami -Dade, on behalf of the City, will not terminate PLAINTIFFS' water service. PLAINTFFS' compliance with the foregoing payment terms and other obligations shall fully and completely settle all matters in dispute in the Lawsuit. b. Payment Method. PLAINTIFFS shall pay the Settlement 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. c. Bond. The parties agree that the injunction bond posted by PLAINTIFFS' should be dissolved and all funds under the bond shall be released back to the PLAINTIFFS'. 5. PLAINTIFFS' Release. Upon execution of this Settlement Agreement and in consideration of the terms herein contained, PLAINTIFFS, and their subsidiaries, affiliates, successors and assigns hereby release, acquit, satisfy, and forever discharge the CITY and MIAMI-DADE, and their officials, employees, attomeys 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 pertain to any cause of action raised in, that could have been raised in, or arising out of the Lawsuit. 6. 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 and shall also vacate the preliminary injunction granted in the Lawsuit Each Party agrees to bear its own attorneys' fees and costs. 7. 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. 8. 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 supplement, modification, or amendment to this Agreement shall be binding unless it is duly executed in writing by all Parties. 9. 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 10. 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 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) IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Release by their duly authorized representatives as of the date of year appearing by their respective signatures. (SIGNATURES CONTINUE ON NEXT PAGES) IN THE -PRESENCE 0 WITNESS Name: /of P6E1 Title: pRE-10,5 r PELEG GROUP (USA), LLC STATE OF FLORIDA COUNTY OF I'`\ Cl W1 - c) act e Before me, the undersigned authority, this 2Sday of 1)9'(t , 2023 personally appeared f ve t e 5_ , on behalf of PELEG GROUP (USA), 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 STATE OF FLORIDA COUNTY OF MIAMI-DADE Name M I (V-C.E. Title ('RE sr°OT OPA LOCKA WAREHOUSE CONDOMINIUM ASSOCIATION, INC. Before me l;elhndez L. signed authority, this day of 2023 personally appeared , f'Pi E on behalf of OPA LOCKA W HOUSE CONDOMINIUM ASSOCIATION, INC. o, after being duly sworn, deposed and stated that he has read the above and foregoing Se ement Agreement and Release, and that he knows and appreciates the contents thereof, and bas executed same of his own free act and deed. Personally Known Produced as identification JOSE H. RIVERA MY COMMISSION #HH257b09 EXPIRES: APR 25, 2026 Bonded through 1st State Insurance