HomeMy WebLinkAboutReso 2020-3152RESOLUTION NO.2020 - 11 52-..
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY
ISLES BEACH, FLORIDA, APPROVING A SETTLEMENT AGREEMENT
BETWEEN THE CITY OF SUNNY ISLES BEACH AND ROMACORP, INC.,
ATTACHED HERETO AS EXHIBIT "A"; PROVIDING THE CITY
MANAGER AND THE CITY ATTORNEY WITH THE AUTHORITY TO DO
ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach ("City") and RomaCorp., Inc. ("RomaCorp")
entered into a lease agreement commencing on July 28, 2003 for the premises located at 18050
Collins Avenue, Sunny Isles Beach, Florida, wherein RomaCorp operated a Tony Roma's restaurant
("Lease"); and
WHEREAS, disputes have arisen between the parties relating to the Lease and claims have
been asserted by the respective parties concerning the possession of the premises and the payment
of rent; and
WHEREAS, City and RomaCorp deny the allegations that have been asserted against the
other and maintain that they have acted in conformity with the provisions of the Lease and in
accordance with applicable law; and
WHEREAS, the Parties wish to avoid the expense, inconvenience, and uncertainty of
protracted litigation, and have agreed to enter into a Settlement Agreement, which is attached hereto
as Exhibit "A" and incorporated herein by reference, wherein RomaCorp agrees to pay to City the
total sum of Eighty Thousand Dollars ($80,000.00), and the Lease will thereafter be terminated.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recital paragraphs are hereby ratified and
confirmed as being true and the same are hereby made part of this Resolution.
Section 2. Approval of the Settlement Agreement. The City Commission hereby approves the
Settlement Agreement between the City of Sunny Isles Beach and RomaCorp, Inc., attached hereto
as Exhibit "A".
Section 3. Authorization of City Manager and City Attorney. The City Manager and City
Attorney are hereby authorized to do all things necessary to effectuate the terms of this Resolution.
Section 4. Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 171h day of Deeember 2020.
George`H. Scholl Mayor
R2020 Settlement Agmt w RomaCorp Page 1 of 2
A
CMC, City Clerk
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
,dward A. Dion, City Attorney
r
Moved by:&/V/S5/' /1/6,econded by: �911("/5SI471yg/z f S
Vote:
Mayor Scholl
Vice Mayor Svechin
Commissioner Goldman
Commissioner Lama
Commissioner Viscarra
(Yes)
(No)
(Yes)
7_(Yes)
(No)
(Yes)
(No)
(No)
V(Yes)
(No)
R2020 Settlement Agmt w RomaCorp Page 2 of 2
Aa �e� City of Sunny Isles Beach
t n 18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
o� F60` �p5 (305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
FROM: Christopher J. Russo, City Manager
DATE: 12/17/2020
RE: Resolution Approving a Settlement Agreement with
RomaCorp, Inc.
RECOMMENDATION:
This Resolution is presented for your consideration
REASONS:
Due to difficult financial conditions, RomaCorp. and the City have
agreed to terminate the remaining 32 months of the lease.
Originally, we had set out to consider bringing in another restaurant.
However, after dealing with the COVID-19 pandemic for many months
we've learned much about social distancing and the importance of
space for health and safety reasons. The third floor of City Hall
currently houses our Building Department, Media Team, IT, Code
Compliance, Licensing and Permitting, Engineering, and Planning and
Zoning. In addition, there are many contractors, vendors, and
residents that visit the third floor to conduct business. For these
reasons, adequate space is necessary to ensure the health and safety
of our visitors and employees.
Therefore, we have determined that it is in the best interest of the City
and our residents, and others who conduct business in the
government center, to take possession of the former restaurant
building and convert it into office space, primarily for the Building
Department.
In order to avoid the expense and uncertainty of a protracted litigation
we have agreed on the settlement which allows for the termination of
the lease and payment from Roma Corp. of $80,000.00.
ATTACHMENTS:
Description
Resolution
Settlement Agreement
Item Number: 10.1-1.
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Settlement Agreement") is entered into by and
between the City of Sunny Isles Beach, a Florida municipal corporation ("City") and RomaCorp,
Inc., a foreign profit corporation ("RomaCorp" and, collectively with the City, the "Parties").
WHEREAS, the Parties entered into that certain Lease commencing on July 28, 2003 for
the premises located at 18050 Collins Avenue, Sunny Isles Beach, Florida, wherein RomaCorp
operated a Tony Roma's restaurant; and
WHEREAS, disputes have arisen between the Parties relating to the Lease and claims
have been asserted by the respective parties concerning the possession of the premises and the
payment of rent; and
WHEREAS, City and RomaCorp deny the allegations that have been asserted against the
other and maintain that they have acted in conformity with the provisions of the Lease and in
accordance with applicable law; and
WHEREAS, the Parties wish to avoid the expense, inconvenience, uncertainty and
distraction of protracted litigation, and do so without any admission of liability whatsoever by
either of them.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein,
and for other good and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the Parties agree as follow:
1. The foregoing recitals are incorporated herein by reference.
2. The above referenced Lease is terminated as of the Effective Date of this Settlement
Agreement.
3. RomaCorp shall pay to City the total sum of Eighty Thousand Dollars ($80,000.00)
("Settlement Sum") in full and complete satisfaction of any and all claims the Parties have
against one another. The Settlement Sum shall be payable in one lump sum payment,
payable to the City of Sunny Isles Beach no later than thirty (30) days after the Effective
Date of this Settlement Agreement which is the date that Romacorp is notified that this
Settlement Agreement has been duly executed by City and provided a fully executed copy.
4. The Parties, individually and for each of their respective affiliates, partners, subsidiaries,
parent corporations, shareholders, directors, policyholders, trustees, Elected Officials,
employees, officers, principals, agents, attorneys, insurers, reinsurers, sureties,
predecessors, successors, assigns, subrogees, and subrogors (collectively, the "Related
Parties"), do hereby mutually remise, release, acquit, satisfy and forever discharge, each
other and each other's respective Related Parties from any and all past, present, rights,
damages, or future claims, demands, wages, attorneys' fees, liens, obligations, actions,
causes of action, rights, damages, costs, loss of services, expenses and compensation of
any nature whatsoever, whether known or unknown, and whether fixed or contingent,
which arise from the alleged acts or omissions of City or RomaCorp arising out of the
Lease.
5. The parties have mutually drafted this Settlement Agreement, and to the extent that there
are any ambiguities or uncertainties contained herein, they will not be construed for or
against either parry hereto as the drafter of the Settlement Agreement.
b. Each party represents and warrants that it has full right, legal capacity, and authority to
enter into this Settlement Agreement and carry out the obligations provided herein and that
the natural person or person executing this Settlement Agreement on its behalf have full
authority and capacity to execute this Settlement Agreement.
7. If any part of this Settlement Agreement is adjudicated invalid, unenforceable or illegal by
a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or
in part, the validity, enforceability, or legality of any remaining portions of this Settlement
Agreement. All remaining portions remain in full force and effect as if the original
Settlement Agreement had been executed without the invalidated, unenforceable, or illegal
part.
8. This Settlement Agreement will be governed by the laws of the State of Florida without
regard to its conflict of laws principles.
9. Venue for any proceeding related to this Settlement Agreement will be exclusively in the
United States District Court, Southern District of Florida, or, in the absence of federal
subject matter jurisdiction, the Circuit Court of the Seventeenth Judicial Circuit in and for
Miami -Dade County, Florida.
10. All terms, covenants, and conditions of this Settlement Agreement are set forth herein and
there are no warranties, agreements, or understandings, expressed or implied, except as are
expressly set forth herein. This Settlement Agreement constitutes the entire agreement and
understanding between the Parties hereto and supersedes any prior agreement or
understanding relating to the subject matter of this Settlement Agreement. This Settlement
Agreement may only be modified or amended by a written instrument executed by the
Parties hereto.
2
11. The Parties acknowledge the contested and adversarial nature of the disputes and
disagreements described in the recitals of this Settlement Agreement, and stipulate that in
executing this Settlement Agreement they are not relying on any representation by any
other parry or its agents, representatives or attorneys with regard to: (1) the subject matter
or effect of this Settlement Agreement and (2) any facts or issues which might be deemed
material to the decision to enter into this Settlement Agreement, other than as specifically
set forth in this Settlement Agreement.
12. This Settlement Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same
instrument. This Settlement Agreement may be delivered by facsimile or electronic
transmission in PDF or substantially equivalent format of signed counterparts. Facsimile
or electronic signatures will be treated in all respects as having the same effect as an
original signature.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be duly
executed the day and year set forth below.
.fiw,
ATTEST:
lA
4
CITY OF SUNNY ISLES BEACH, a
Florida municipal corporation
George H. Scholl, Mayor
Date: ZOO
Approved as to Form and
LegZT)��
'
Edward A. Dion, City Attorney
RONUCOIBP, Inc., a foreign profit
corporation
By:
As its President & CEO