PROPOSED SETTLEMENT; FULL TEXT

Hi All,
OK; enough guessing; here is a full text of the Proposed Settlement. It is an OCR so while not perfect, it is essentially true to the original:

Dave
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SETTLEMENT AGREEMENT

United Civic Organization, Inc., on the one side ("UCO"), and W.P.R.F, Inc. and The Benenson Capital Company (collectively "WPRF"), on the other side, in consideration of the mutual covenants set forth below, stipulate to the settlement of certain matters between them, as follows:

1. Dismissals: Promptly after the execution of this Agreement and its approval as set forth in Paragraph 6 herein, the parties will file joint stipulations for dismissal of this Arbitration and Litigation (as listed herein) with prejudice, each party to bear their own attorneys' fees and costs. The Arbitration and Litigation is as follows:

1. American Arbitration Association ("AAA") commercial arbitration, United CivicOrganization, Inc. v. W.P.R.F., Inc. and The Benenson Capital Company, Case No.32 181 Y 00138 07;

2. W.P.R.F., Inc. v. George Loewenstein, Case No. 50 2007 CA 017430.

The parties agree to jointly cooperate to obtain the dismissals of the following Federal lawsuits:

Joseph Friedman, et al. v. The Benenson Capital Company, et al, Case No. 07-80009 Civ-Hurley and Myron Solomon, et al v. W.P.R.F., Inc., et al, Case No. 07-80080 Civ-Hurley, including but not limited to filing joint motions to dismiss. The parties agree that this Agreement resolves all claims between the parties, including any claims which could be brought in the Federal lawsuits.

3. Effective Date: The Effective Date of this Agreement shall be 30 days after the filing of the last dismissal of the above-listed Arbitration and Litigation.
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Settlement Agreement

3. Payment: After the Effective Date, in full and final settlement of any and all claims in this Arbitration and/or Litigation, WPRF agrees to make the following payments:

1. On the Effective Date of this Agreement, WPRF shall pay to UCO the amount of $400,000 to reimburse UCO for litigation fees and expenses incurred;

2. On or before June 1, 2009, WPRF shall pay to UCO the amount of $200,000 for additional expenses incurred;

3. Beginning on or before the 10th day of January 2009, and on or before the 10th day of the next 23 consecutive months (for a total of 24 months) WPRF shall pay $100,000 per month into the Operating Account.

The funds for these payments shall be made from the existing residents' reserve account; the remaining balance necessary to make the foregoing payments into the Operating Account shall be paid by WPRF as necessary.

UCO waives any rights with respect to any amounts currently in the residents' reserve account.

The payments set forth herein shall not be deemed Operating Expenses by WPRF.

4. Stay of Arbitration. Counsel for the parties shall immediately file a joint agreed motion to stay the current AAA arbitration and cancel the final hearing scheduled to commence on May 5, 2008 and August 4, 2008, pending the consummation of this Agreement.

5. Business Interruption Insurance. The parties acknowledge that the "insurance policies" as referred to in the Operating Agreement to the Millennium Amendment, Section 5, Subsection D (page 17 of 32) include business interruption insurance.

UCO agrees to include the business interruption insurance premium at the same limits of coverage in the Operating Budget commencing November 1, 2008 and each year thereafter, with any increases being subject to the UCO Operating Agreement.

6. Approval by Delegate Assembly: This Agreement is subject to approval by the Delegate Assembly. The decision to approve shall be voted on by the Delegate Assembly by

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Settlement Agreement

5:00 p.m., Monday, April 7, 2008. (number 7 corrected by Poster, it reads 8 in the original) The UCO officers signing this Agreement shall recommend the approval of this Agreement by the Delegate Assembly.

7. Releases: The parties will execute mutual releases in the forms attached as Exhibits A, B, C, and D hereto which shall be delivered on the Effective Date.

8. No Admission of Liability: The parties stipulate and agree that entry into this Agreement does not constitute, for any purpose whatsoever, either directly or indirectly, an admission of any liability based upon a violation of law or contract, or any other legal obligation whatsoever, and that each party against whom the claims have been made expressly denies any such liability or obligation. Nevertheless, this Agreement is entered into to resolve and release all disputes between and among themselves and to avoid incurring additional costs and attorneys' fees, and to avoid the risks and uncertainties, and time commitment of proceeding with litigation.

9____ Tax Treatment: The parties agree that they will not object with respect to the
characterization or tax treatment of the payments made and received in accordance with the terms of this Agreement.

10. Attorneys' Fees and Costs in the Litigation: The payment described in the Paragraph 3 entitled Payment is in full settlement of all claims in this case; accordingly, each party shall bear their own attorneys' fees, costs, expert costs and fees, and any other costs associated with the Arbitration and/or Litigation between the parties, except for the $400,000 payment to UCO as described in Paragraph 3.1.

11. Choice of Law, Venue and Jurisdiction: This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Florida without regard to

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Settlement Agreement

choice of law principles thereof. The exclusive venue and jurisdiction for any legal proceeding by or against any party to this Agreement arising from or related to this Agreement or the breach thereof shall be in the Circuit Court of 15th Judicial District, in and for Palm Beach County, Florida.

12. Waiver of Jury Trial; Attorney's Fees: All parties to this Agreement hereby waive any right to trial by jury of any controversy, dispute or claim arising out of or relating to any provision of this Agreement or the breach thereof. The prevailing party shall be entitled to reasonable attorney's fees and costs incurred in enforcing this Agreement or in defending any claim brought in violation hereof.

13. Sever ability: The failure of any provision of this Agreement shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver of such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision.

14. Merger: This Agreement, and any Exhibits hereto, represents the entire understanding and agreement between the parties with respect to the subject matter hereof and there are no promises, agreements, conditions, undertakings, warranties, or representations, whether written or oral, express or implied, between the parties other than as set forth herein. This Agreement cannot be amended, supplemented, or modified except by an instrument in writing signed by the parties against whom enforcement of such amendment, supplement or modification is sought. Notwithstanding anything contained herein to the contrary, all prior agreements, including but not limited to the Millennium Amendment (and Operating Agreement) and the Long-Term
Leases, shall remain in full force and effect.

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Settlement Agreement

15, Warranties: Each party to this Agreement represents and warrants that it is fully entitled to make and execute this Agreement. Each party to this Agreement further represents and warrants that it has not assigned or transferred any interest in any of the respective rights or claims which it may have or had against any other party to this Agreement.

16. Successors in Interest: All of the terms and provisions of this Agreement shall bebinding upon, inure to the benefit of and be enforceable by the parties and their respectiveadministrators, executors, legal representatives, heirs, successors and permitted assigns.

17. Counterparts: This Agreement may be executed in counterparts, and upon such execution, shall be complete, and the terms, provisions and obligations set forth shall be in full force and effect.

18. Miscellaneous: All of the parties have had the terms of this Agreement and its attachments reviewed by their independent counsel prior to signing it, or they have had the opportunity to do so. The parties expressly disavow any rule of construction whereby the terms of this Agreement are to be construed against the drafter. All headings and titles in this Agreement are for descriptive purposes only and they shall not have any effect on the interpretation of the terms of this Agreement.

SIGNATURE PAGE FOLLOWS:

Settlement Agreement

UNITED CIVIC ORGANIZATION, INC.
By:,
George Loewenstein, as Its:/President
George Loewenstein, individually

W.P.R.F., INC. By:
Mark F. Levy Its: President

Treasurer

Settlement Agreement

THE BENENSON CAPITAL COMPANY
By: The Charles B. Benenson Family Trust, a partner
By:

CHANNEL 63 LIVE BRIEFING OF PROPOSED SETTLEMENT

Hi All,
As I type this entry, the proposed Settlement is being briefed by UCO President, Loewenstein, VP, Phyllis Richland and Treasurer, Dorothy Tetro.

Check out Channel 63 and get the details.

Dave

SETTLEMENT OF DISPUTE WITH WPRF; AGREEMENT PROPOSAL BRIEFED

Litigation Settlement Proposal UCO vs. WPRF

Today (04/03/2008) at a special meeting of the Executive Board the proposed Settlement Agreement was briefed and a copy was distributed.

This agreement was achieved as a result of a marathon session of Mediation lasting some 11 hours.

I believe this was a truly statesmanlike effort on the part of both UCO and WPRF, and that this settlement should be supported by the Delegates at the Delegate Assembly meeting on Friday.

The Executive Board supported this Agreement by a vote in the affirmative by all members present, save but one abstention.

Failure to support this agreement will result in additional huge expenditures of our money with no guarantee of success, it should be noted that total expenses both paid and anticipated will approach or exceed $500,000.00; In short, Peace is at hand, let’s seize the opportunity and put this episode behind us.

Following is extracted one critical paragraph which explains the monetary component of the agreement:

“Para. 3 Payment:

After the Effective Date, in full and final settlement of any and all claims in this Arbitration and/or Litigation, WPRF agrees to make the following payments;

1. On the Effective Date of this agreement, WPRF shall pay to UCO the amount of
$400,000.00 to reimburse UCO for litigation fees and expenses incurred;

2. On or before June 1, 2009, WPRF shall pay to UCO the amount of $200,000.00 for additional expenses incurred;

3. Beginning on or before the 10th day of January 2009, and on or before the 10th day of the next 23 months (for a total of 24 months) WPRF shall pay $100,000.00 per month into the Operating Account. The funds for these payments shall be made from the existing residents’ reserve account; the remaining balance necessary to make the foregoing payments into the Operating Account shall be paid by WPRF as necessary.

UCO waives any rights with respect to any amounts currently in the residents’ reserve account. The payments set forth herein shall not be deemed Operating Expenses by WPRF.”

Additionally $150,000.00 in Business Interruption Insurance Premiums, witheld by UCO for two years will be forgiven by WPRF.

In addition to the monetary component, the personal lawsuit by WPRF against UCO President George Loewenstein;

W.P.R.F., Inc. v George Loewenstein, Case No. 50 2007 CA 017430.

Will go away by means of joint parties’ stipulations.

This also applies to the Arbitration Case No.32 181 Y 00138 07.
Dave

Arbitration - - SETTLEMENT MADE

It is certainly interesting that the Court ordered both sides to negotiate, mediate, and then arbitrate, failing all else. The parties, WPRF and UCO (Operations Committee) were instructed to follow the self-curing resolution process provided for within the Millennium Agreement.
So why now do we need EMERGENCY OFFICERS, EMERGENCY EXECUTIVE BOARD, AND DELEGATE ASSEMBLY MEETINGS?
Doesn’t this decision belong to the Operations Committee, alone? Certainly the Delegate Assembly NEVER approved the supposed “class action lawsuit” led by Mr. Solomon. Why now ask our permission to take an appropriate action, when you didn’t even consider our views before?

I also wonder, what is the emergency? When Mr. Levy offered his first proposal, he willingly agreed to provide for the winter residents to return prior to the expiration of his offer! What’s the emergency?

Mr. Tennyson offered his legal opinion that a minimum of 7 days notice was required before a meeting could be acknowledged as a “properly noticed meeting”, and that would , out of necessity require some effort to NOYIFY everyone of the need to attend this “SPECIAL” meeting. So what has UCO done to comply when the only effort to notify of this critical meeting was the Corresponding Secretary calling to inform Officers and Executive Board Members! What effort, if any, was made to get the word out of this important development for the Delegates? Can we therefore expect that the decision of the Executive Board will stand, again, because of their failure to get the delegates out to vote?

We desperately need professional management!

That’s my view, what’s yours

Ed Black

SETTLEMENT OF DISPUTE WITH WPRF

Hi All,
I received the following message from Howie Silver this AM:

ON APRIL 1, 2008 THERE WAS A NEGOTIATED SETTLEMENT AGREEMENT WITH WPRF/BENENSON SUBJECT TO RATIFICATION BY THE DELEGATE ASSEMBLY ON APRIL 4, 2008. ALL DELEGATES ARE URGED TO ATTEND TO VOTE.

UCO Vice President Howard Silver

Dave

The Truth Speaks volumes

George Lowenstein, at the Monday Executive Committee meeting, said that I had gone to Mark Levy to be instructed on how to answer questions at my deposition. George Lowenstein is an unmitigated LIAR. He knows the truth and so does Phyllis Richland and Denise Bleu. Mark Levy called me to ask if I could explain some of the construction problems to his expert witnesses. I went twice, once with Pete Scaffidi and once alone. They asked ME questions and never once did anyone try to influence MY TESTIMONY. I do not lie and I went in to finally air the TRUTH in this case. For two years, I have heard only lies concerning this case, have seen the most ridiculous actions and the most absurb amounts of money being held as truth. I am tired of being maligned by this administration and from now on I will be verbal and let the Village know just how bad they have been duped by these people. When I went to Mark's office, I began with, "I am here because I want the truth to be told". I tell you reading this that I only want the truth to finally come out of all of this. By the way, the attorney that was supposed to represent me, Denise Bleu never called me before my deposition and treated me as a hostile witness. On the second deposition, I realized that they are going to try to blame me for their failure to win this case. If you want to blame someone, try the name George Loewenstein. None of this mess should ever have happened. You will hear more from me soon with the TRUTH.

Jean Dowling

Positioning???

At the Executive Board Meeting Our Newly reelected President renewed his personal attack against Jean Dowling. None of the opposition ever accused Mr. President of stealing, as he did Ms. Dowling and I’m proud that she remained honorable to a clean issues campaign, never stooping to that scurrilous level.

How may we believe anything as fact with all the distortions we have heard? We are being prepared for the inevitable loss as sure as apples grow in trees.

It is shameful when any leader continually sidesteps his/her own shortcomings to insinuate others are to blame.

This occasion will be to lay the failings of the Arbitration case squarely at the feet of one of the hardest working members of UCO, MS. Jean Dowling, when the case should never have been pursued.

Mr. President went on to suggest that the mediation that was to occur today, was at Mr. Levy’s request!

Would you, if you were winning GRAND SLAM HOMER in arbitration even think about mediation??
Why would MR. Levy even consider this?? WHEN YOU ARE WINNING YOU DO NOT NEED TO OFFER TO SETTLE. Only Mr. President, his hand picked attorney and Mr. Levy and his attorney know for sure, BUT I FEEL WE SHOUD BE VIGILENT TO ANY CHANGES BEING OFFERED because it may just mean the reverse of what we are being told!

That’s my view, What’s yours?.
Ed Black