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HomeMy Public PortalAbout1992-13 Acceptance of assignment of Case No. 91-49040 from Key Biscayne CouncilRESOLUTION NO. Q a -1 3 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; PROVIDING FOR THE ACCEPTANCE OF AN ASSIGNMENT FROM THE KEY BISCAYNE COUNCIL, INC. TRANSFERRING ITS CAUSES OF ACTION IN CASE NO. 91-49040 (CA -8), IN THE CIRCUIT COURT IN AND FOR DADE COUNTY, FLORIDA AND PROVIDE FOR AN EFFECTIVE DATE WHEREAS, it has been determined that it is in the best interest of the Village to accept an assignment from the Key Biscayne Council, Inc., of the causes of action in the case styled Key Biscayne Council, Inc. v. Dade County and Marine Exhibition Corporation, bearing Case No. 91-49040 (CA -8) now pending in the Circuit Court in and for Dade County, Florida. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. Acceptance of Assignment That the Village accepts the Assignment, a copy of which is attached as Exhibit "A" to this Resolution. Section 2. Effective Date This Resolution will become effective upon adoption. PASSED AND ADOPTED this day Qf February, 1992. RAFAZ H. CONTE, MAYOR ATTEST: Beatris Arguelles, Irktlerim Village Clerk APPROVED AS TO LEGAL FORM AND SUFFICIENCY Rich d Jay Weiss, Village Attorney ASSIGNMENT This is an Assignment ("Assignment") made by the Key Biscayne Council, Inc., a Florida corporation (the "Council") in favor of the Village of Key Biscayne, a Florida municipal corporation (the "Village"). RECITALS On July 25, 1991, the Metropolitan Dade County Commission passed and adopted Resolution Nos. Z -131A-91 and Z-131-91 (the "Resolutions"). On or about October 25, 1991 the Council filed a Complaint (subsequently amended) in the Circuit Court of the Eleventh Judicial Circuit styled Key Biscayne Council, Inc. v. Metropolitan Dade County and Marine Exhibition Corp., Case No. 91- 49040 (CA 19) (the "Case") in which the Council challenged the propriety of the Resolutions. The Council wishes to transfer its interest in the Case and each cause of action therein to the Village and the Village wishes to accept the Council's rights and interests and assume its obligation with rights to prosecute the Case. ROW, THEREFORE, in consideration of the mutual promises contained in this Assignment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (including but not limited to the payment of all costs and fees incident to the prosecution of the Case), the Council hereby conveys, assigns and transfers to the Village all of its right, title and interest in the Case and each cause of action therein, upon the following terms and conditions. 1. Reversion. The Council acknowledges that the Village intends to file a motion with the circuit court requesting that the Village be substituted for the Council or otherwise be permitted to pursue the Case pursuant to the Assignment. In the event that the Village for any reason is unable or prohibited from prosecuting the Case in accordance with the Assignment, the rights and interests transferred by the Assignment shall revert to the Council without further action by the Council or the Village. 2. Limitation of Assignment. The Assignment and the assumption by the Village is limited to the rights and obligations arising out of the Case and each cause of actin therein. The Council, by this Assignment, does not assign any rights nor does the Village assume any obligations or liabilities which are not directly related to the pursuit of the Case. 3. Assumption. By its execution of this Assignment, the Village hereby accepts Council's rights, interests and ability to prosecute the Case, which may include resolving the disputes at issue in any manner the Village, in it sole discretion, deems appropriate. 4. Governing Law. The Assignment shall be governed by the laws of the State of Florida. 5. Authority. The Council in making the Assignment represents and warrants that it has full authority to make the Assignment and through its Board of Directors has taken all action necessary to cause the Assignment to be a valid and binding action by the Council. IMO 2 6. Recitals. The Recitals set forth in the Assignment are true, correct and are fully incorporated into the Assignment. 7. Severability. In the event any term or provision of this Assignment is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Assignment shall be construed to be in full force and effect. IN WITNESS WHEREOF, the Council has caused this Assignment to be executed this 0, day of February, 1992. Attest: KEY BISCAYNE COUNCIL, INC. By V- p Betty:Sime, Chairperson IA WITNESS WHEREOF, the Village has accepted this Assignment this Ca- day of February, 1992. THE VILLAGE OF KEY BISCAYNE, a municipal corporation Attest: Beatris Aue 1 rg s, C 3 OMB By 1 Conte, Mayor