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1 RESOLUTION NO. _____ _
2
3 A Resolution authorizing the City Manager to execute a settlement agreement
4 between The Young Men's Christian Association of Greater Miami, Inc. and
5 the City of South Miami.
6
7 WHEREAS, the City filed suit against the YMCA in Case No. 13-01689 CA OS, titled
8 City of South Miami, a Municipal Corporation, Plaintiff, v. The Young Men's Christian
9 Association of Greater Miami, Inc., a Florida Not For Profit Corporation; and
10
11 WHEREAS, the City's complaint sought to terminate the 50 year lease that the City had
12 entered into with the YMCA in 2005 and obtain possession of the property; to obtain
13 compensatory damages for breach of the lease, including attorney fees pursuant to the terms of
14 the Lease; to obtain damages for breach of a unilateral contract and breach of the sales
15 agreement; and to obtain damages for fraud; and
16
17 WHEREAS, the YMCA counter sued the City for breach of the lease, breach of an
18 implied covenant of good faith and fair dealing, unjust enrichment, a declarations of the party's
19 rights and liabilities and the YMCA sought damages in excess of $1,000,000 as well as attorney
20 fees and costs; and
21
22 WHEREAS, the City Attorney and the attorney for YMCA have negotiated a proposed
23 settlement agreement; and
24
25 WHEREAS, the terms of the proposed settlement are that (1) the lease between the City
26 and the YMCA, that is the subject of the litigation, shall immediately terminate and, thus, the
27 YMCA's leasehold interest in the subject property shall also immediately terminate; (2) the City
28 of South Miami's claim for rent, maintenance, or other expenses associated with the subject lease
29 shall be waived; (3) the claims of the City and the YMCA for damages (or other claim) against
30 each other, for any cause of action arising out of or related to the sale of the property, the subject
31 lease, or any other matter relating to the subject property, as well as any and all other matters
32 shall be waived; (4) the City and the YMCA shall execute mutual general releases as to any and
33 all claims that either may have against the other from the beginning of the world to the date of
34 the signing of the release; (5) the general releases shall be delivered within 10 days after
35 approval by the proposed settlement agreement by the City Commission; (6) both sides shall bear
36 their own attorney fees and costs incurred in the subject litigation; (7) the complaint and the
37 counterclaim shall immediately thereafter be dismissed with prejudice; and (8) an agreed order
38 dismissing the complaint and the counterclaim with prejudice shall be filed with the court.
39
40 NOW, THEREF,ORE, BE IT RESOLVED BY THE MAYOR AND CITY
41 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
42
43 Section 1. The City of South Miami accepts and approves of the settlement terms set
44 forth in the recitals above and those terms are made a part hereof by reference.
45
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Section 2. The City Manager is hereby authorized to execute a settlement agreement
between The Young Men's Christian Association of Greater Miami, Inc. and the City of South
Miami containing the same, or substantially the same, terms and conditions set forth in Section 1
of this resolution.
Section 3. If any section clause, sentence, or phrase of this resolution is for any reason
held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect
the validity of the remaining portions of this resolution.
Section 4. This resolution shall become effective immediately upon adoption by vote of
the City Commission.
PASSED AND ADOPTED this __ day of _____ , 2014.
ATTEST: APPROVED:
CITY CLERK MAYOR
COMMISSION VOTE: READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
Mayor Stoddard:
Vice Mayor Harris:
Commissioner Edmond:
Commissioner Liebman:
CITY ATTORNEY Commissioner Welsh:
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