HomeMy WebLinkAbout25588AGREEMENT INFORMATION
AGREEMENT NUMBER
25588
NAME/TYPE OF AGREEMENT
LEGAL FOUNDATION, INC.
DESCRIPTION
FULL & FINAL RELEASE & SETTLEMENT
AGREEMENT/FUNDS TO PROVIDE FREE CONSULTATION &
LEGAL REPRESENTATION TO DISTRICT 1/FILE ID: 13538/R-
23-0113/MATTER ID: 24-3158/#13
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
4/14/2025
DATE RECEIVED FROM ISSUING
DEPT.
5/19/2025
NOTE
CITY OF MIAMI ���
DOCUMENT ROUTING FORM U
ORIGINATING DEPARTMENT: Office of Grants Administration
DEPT. CONTACT PERSON: Malissa T. Sutherland EXT.
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Legal Foundation, Inc.
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES
TOTAL CONTRACT AMOUNT: $ 41.371.61 FUNDING INVOLVED? ® YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
® NO
OTHER: (PLEASE SPECIFY): This is a settlement for reversion of assets on behalf of District 1.
PURPOSE OF ITEM (BRIEF SUMMARY):
COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
Signature/Print
APPROVAL BY DEPARTMENTAL DIRECTOR
PRINT: LILLAN BLONDET,—Docusigned
SIGNATURE:
`-88Etow4rN
APPROVAL BY BUDGET DIRECTOR
'
ll
l�`�
PRINT: MARIE GOUIN
SIGNATURE:
SUBMITTED TO RISK MANAGEMENT
1//,
PRINT: ANN-MARIE SHARPE
SIGNATURE:
SUBMITTED TO CITY ATTORNEY
,--- DS
Matter ID
24-3158
PRINT: GEORGE
SIGNATURE:
K. WYSONG III
DoneSigned by:
C our . (jij _-U �'�
APPROVAL BY ASSISTANT CITY MANAGER
C88248B..
PRINT: LARRY NG
I
SIGNATURE: /
APPROVAL BY DEPUTY CITY MANAGER
L*/7
PRINT: NAT S CO BROOK -
WILLIAMS ,, /.
"K/.iGK.C. u--
RECEIVED BY CITY MANAGER
PRINT: ART NRIEGA, V
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE
y:
546F..
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
FULL AND FINAL RELEASE
AND SETTLEMENT AGREEMENT
This Full and Final Release and Settlement Agreement (this "Agreement") is made and
entered into by and between the City of Miami, Plaintiff (hereinafter "Releasor" or "the City"),
and LEGAL FOUNDATION, INC., a Florida not for profit corporation, (hereinafter referred to as
the "Releasee") entered into on the Effective Date. The Releasor and the Releasee may each be
individually referred to as a "Party" or collectively. as the "Parties."
RECITALS
A. WHEREAS, on March 9, 2023, the City of Miami Commission approved
Resolution R-23-0113, awarding Releasee One Hundred Seventy -Five Thousand and 00/100
Dollars ($175,000.00) in Anti -Poverty Initiative grant funds to provide free consultation and legal
representation to District 1 City of Miami low income and underserved residents, with a contract
term of March 9, 2023 to March 9, 2024, to be governed by the Agreement executed on April 17,
2023 (referred to herein as "the Grant Agreement"), and
B. WHEREAS, Releasee requested that the City extend the term of the Grant
Agreement on January 26, 2024, and
C. WHEREAS, within its sole and absolute_ discretion pursuant to the terms of the
Grant Agreement, the City denied the request for extension and demanded return of monies due
and owing to the City pursuant to Section 10, Reversion of Assets, of the Grant Agreement,which
provides that the City would reimburse Releasee's agency only for service provided through and
including March 9, 2024, and in accordance with Releasee's Scope of Work, and requiring all
unused funds to be transferred to the. City; and
D. WHEREAS, the Parties participated in settlement negotiations in an effort to
resolve a dispute over the amount owed under the terms of the Grant Agreement, and as a result,
the Parties agreed to resolve their dispute consistent with the terms of this Agreement; and
E. WHEREAS, the Parties enter into this Agreement in connection with the
compromise of disputed claims. Neither this Agreement nor any statement made, action taken, or
document prepared in connection with the negotiation, execution or implementation hereof shall
be deemed or construed as an admission of liability, fault, wrongdoing, misconduct or breach of
duty of any kind by either Releasor or Releasee, which each expressly denies. The Parties enter
into this Agreement solely to avoid the expense and uncertainty of litigation and to protect their
respective interests; and
F. WHEREAS, the Parties acknowledge that this Agreement is reasonable,entered
into in good faith and for no collusive purpose; and
G. WHEREAS, Releaser's counsel, if any, agrees that this Agreement shall not be
admitted, or otherwise used, in any other proceeding other than solely for enforcement purposes.
H. WHEREAS, it is understood between the Parties and any all payments described in
this Release shall be received by the City no later than April 14, 2025 or. fifteen (15) calendar days
after the Effective Date, whichever is earlier; and
I. WHEREAS based on these recitals, the Parties agree as follows:
AGREEMENT
NOW THEREFORE, in return for the promises, consideration, mutual covenants,
agreements, and conditions provided for in this Agreement, which Releasor and Releasees
acknowledge constitutethe receipt of valuable consideration by each of them, and intending to be
Iegally bound, the Parties hereby agree as follows:
1. Settlement Payment. As good and valuable consideration for this Agreement and
the releases set forth herein, Releasor shall issue the following payment;
a. Settlement Pavriient to the City of Miami. A settlement payment in the
total sum of Forty -One Thousand, Three Hundred Seventy -One. and 61 /100 Dollars ($41,371.61)
for any and all monies alleged to be due and owing to the City under the Agreement will be paid
by check made payable to "City of Miami," to fully and completely resolve all of the City of
Miami's claims arising from the Agreement, including their fees and costs (the "Total Settlement
Payment").
b. Timing of Payment. The Total Settlement Payment shall be made by the
Releasee and received by the City no later than April 15, 2025, or received by the City within
fifteen (15) calendar days after the Effective Date this Agreement, whichever is earlier. The
"Effective Date" of this Agreement shall be the date the City Clerk signs and dates this Agreement.
2. Mutual Releases.
a. Releasor's Release
i. Except as to obligations arising under this Agreement, for the good and
valuable consideration set forth in Section 1 above, Releasor hereby
unconditionally and irrevocably forever releases and discharges Release;
their past or present direct and indirect parents; affiliates and subsidiaries
(whether or not wholly owned) and all of their respective present and former
officers, directors, board members, members, trustees, agents, employees,
representatives, insurers, reinsurers, shareholders, assigns, affiliates,
transferees, heirs, executors, successors and assigns, franchisees,
franchisors, partners, related companies, parents, present and former
subsidiaries (whether or not wholly -owned), joint ventures, divisions,
predecessors, successors, assigns, attorneys, advisors, consultants, and ariy
and all persons, firms and corporate entities affiliated herewith, including
without limitations any and all entities considered part of any released party
at any time, of and from any and all liability, claims, actions, causes of
action, claims, judgments, suits, damages, debts, obligations, covenants,
warranties, undertakings, promises, agreements, representations, demands,
Page 2 of 10
liens, defenses, attorneys' fees, costs and expenses, of any kind, nature or
description whatsoever, whether in law or in equity, accrued or unaecrued,
known or unknown, liquidated or unliquidated, direct or indirect, due or to
become due,contingent or otherwise, both to person and property,
including, but not, limited to, any cause of action for past, present, or future
injury,wrongful death, professional negligence, legal malpractice, breach
of contract, common law bad faith, statutory bad faith, or any other causes
of action which may exist, which. she had, may have had, now has, may
have, or can, shall or may ever have in the future, or which may in the
future accrue relating to or which may in the future accrue relating to or
arising from the Agreement, in any way, based upon, related to, or arising
from or out of any conduct, events, controversies, or disputes occurring on
or prior to the date of this Agreement, (i) which could have been alleged
in any lawsuit arising from the Agreement suit and any subsequent
correspondence relating to the Lawsuit; and (ii) Releasor agrees not to file
any complaint, arbitration demand or any other claim: against the Releasee
regarding, directly or indirectly, the subject matter of Agreement, and any
subsequent correspondence relating to the Agreement.
ii. Releasee acknowledges. that it, and not the Releasor, is responsible for
payment of all bills, paid and unpaid, known and unknown, for any services
rendered to Releasee by third parties in connection with the Agreement and
is solely responsible for any obligation to reimburse any parties,
governmental entities, insurers, or others, if any, who rendered any such
services.
b. Releasee's Release
i. Except as to obligations arising under this Agreement, for the good and
valuable consideration set forth in Section 1 above, Releasee hereby
unconditionally and irrevocably forever releases and discharges Releasor,
their past or present direct and indirect parents, affiliates and subsidiaries
(whether or not wholly owned) and all of their respective present and former
officers, directors, board members, members, trustees, agents, employees,
representatives, insurers, reinsurers, shareholders, assigns, affiliates,
transferees, heirs, executors, successors and assigns, franchisees,
franchisors, partners, related companies, parents, present and former
subsidiaries (whether or not wholly -owned), joint ventures, divisions,
predecessors, successors, assigns, attorneys, advisors, consultants, and any
and all persons, firms and corporate entities affiliated herewith, including
without limitations any and all entities considered part of any released party
at any time, of and from any and all liability, claims, actions, causes of
action, claims, judgments, suits, damages, debts, obligations, covenants,
warranties, undertakings, promises, agreements, representations, demands,
liens, defenses, attorneys' fees, costs and expenses, of any kind, nature or
description whatsoever, whether in law or in equity, accrued or unaccrued,
known or unknown, liquidated or unliquidated, direct or indirect, due or to
become due, contingent or otherwise, both to person andproperty,
including, but not limited to, any cause of action for past, present, or future
Page 3 of 10
injury, wrongful death, professional negligence, legal malpractice, breach
of contract, common law bad faith, statutory bad faith, or any other causes
of action which may exist, which she had, may have had, now has, may
have, or can, shall or may ever have in the future, or which may in the
future accrue relating to or which may in the future accrue relating to or
arising from the Agreement, in any way, based upon, related to, or arising
from. or out of any conduct, events, controversies, or disputes occurring on
or prior to the date of this Agreement, (i). which could have been alleged
in any lawsuit arising from the Agreement suit and any subsequent
correspondence relating to the Lawsuit; and (ii) Releasee agrees not to file
any complaint, arbitration demand or any other claim against the Releasor
regarding, directly or indirectly, the subject matter of Agreement, and any
subsequent correspondence relating to the Agreement.
ii. ReIeasor acknowledges that it, and not the Releasee, is responsible for
payment of all bills, paid and unpaid, known and "unknown, for any services
rendered by third parties to Releasor in connection with. the Agreement and
is solely responsible for any obligation to reimburse any parties,
governmental entities, insurers, or others, if any, who rendered any such
services.
c. Each Party hereto shall bear its own fees, including, but not limited to,
attorneys' fees and costs in the negotiation, investigation, and execution of
this Agreement.
3. Contested Claim. It is understood and agreed by the Parties that the payment made
and accepted in compromise and settlement of claims made and denied and that the same shall not
be construed as an admission of fault or liability upon the part of any of the Parties and the Parties
expressly deny liability for any alleged injury to either Party.
4. Florida Public Records Laws. The Parties acknowledge and agree that this
Agreement, and any related records or documents, regardless of the physical form, are public
records within the meaning of Florida Public Records laws.
IF THE RELEASEE HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE RELEASEE'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT
AND ANY RELATED RECORDS OR DOCUMENTS, REGARDLESS OF
THE PHYSICAL FORM, CONTACT THE CITY OF MIAMI DIVISION OF
PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT
PUBLICRECORDS u,MIAMIGOV.COM, OR REGULAR MAIL AT CITY
OF MIAtvMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE,
9TH FL, MIAMI, FL 33130.
5. Non -disparagement. Releasor and Releasee mutually agree that they shall not
slander, disparage or make any negative public statements about the. other or take any other actions
that would damage the business or personal interests, reputation or good name of the other.
Page 4 of 10
6. Non -assignment. Releasor represents and warrants that Releasor has not assigned
or otherwise transferred, and will not assign or transfer, either in whole or in part, any claims or
rights which Releasor has, may have, or may in the future acquire against the Releasee arising or
in any way resulting from or relating to the Agreement, or any other matter released pursuant to
this Agreement.
Releasee represents and warrants that Releasee has not assigned or otherwise
transferred, and will not assignor transfer, either in whole or in part, any claims or rights which
Releasee has, may have, or may in the future acquire against the Releasor arising or in any way
resulting from or relating to the Agreement, or any other matter released pursuant to this
Agreement.
7. Entire Agreement. The Parties further declare and represent that no promise,
covenants, statement, or agreement not herein referenced or expressed has been made to either
Party, and that this Agreement expresses the entire agreement of the Parties relative to this subject
matter, that the terms of this Agreement are contractual and not a mere recital, that there is no
agreement or compromise on the part of the Parties to do or omit to do any act or thing not herein
mentioned, and that the above consideration is in full settlement of any and all damages and/or
claims of any nature, of the undersigned as against, arising from, or growing out of any and all
matters, directly or indirectly, as aforementioned herein. No other document shall be regarded as
part of this Agreement unless expressly set forth herein to the contrary. This Agreement can be
amended or altered only in writing, by a document signed by the Party against whom enforcement
is sought.
8. Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the Parties hereto and their respective heirs,
successors and assigns.
9. Severability. If any part of this Agreement is found to be prohibited, unlawful, void
or for any reason unenforceable, then it shall be deemed severable and separable from the
remaining parts of this Agreement and it shall not invalidate or render unenforceable the remaining
parts of this Agreement.
10. Governing Law; Venue; Attorneys' Fees and Costs. This Agreement shall be
construed in accordance with the laws of the State of Florida. Venue shall be in a court of
competent jurisdiction sitting in Miami -Dade County, Florida. For any dispute between the Parties
arising out of this Agreement, each Party shall bear its own respective attorneys' fees and costs.
11. Waiver of Jury Trial. Neither Party, nor any assignee, successor, heir or personal
representative of a party, nor any other person or entity, shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the
Agreement and/or any modifications, or the dealings or the relationship between or among such
persons or entities, or any of them. Neither party, nor any other person or entity will seek to
consolidate any such action in which a jury trial has been waived with any other action. The
provisions of this paragraph have been fully discussed by the parties hereto, and the provisions
hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed
Page 5 of 10
with or represented to any other party that the provisions of this paragraph will not be fully
enforced in all instances.
12. Anti -Human Trafficking. The Releasee confirms and certifies that it is not in
violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for
labor or services as defined in Section 787.06, Florida Statutes: The Releasee shall execute and
submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(I3),
Florida Statutes, attached an incorporated herein as Exhibit. "A". If the Releasee fails to comply
with the terms of this Section, the City may suspend or terminate this Agreement immediately,
without prior notice, and in no event shall the City be liable to Releasee for any additional
compensation or for any consequential or incidental damages.
13. Survival. Except as provided herein, all covenants, releases, warranties, and
representations made by any Party hereto to any other Party hereto pursuant to this Agreement
shall survive this Agreement and shall be and remain in full force and effect thereafter.
14. No Waiver. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any of the other provisions hereof whether or not similar, nor shall
such waiver constitute a continuing waiver. No waiver shall be effective unless submitted in
writing by the waiving party to the non -waiving party.
15. No Third Partv Beneficiaries. Nothing in this Agreement shall be construed to
make any person or entity not executing this Agreement a third -party beneficiary of this
Agreement, except those persons or entities who are express beneficiaries of the releases set forth
herein.
16. Acknowledgment. The Parties hereby represent and warrant that each has had
adequate opportunity to review this Agreement; has adequate information regarding the terms of
this Agreement, the scope and effect of the mutual releases set forth herein, and all other matters
encompassed by this Agreement to make an informed and knowledgeable decision with regard to
entering into this Agreement; has been given sufficient time and adequate opportunity to consult
with independent legal counsel as to the terms of this Agreement, the scope and effect of the mutual
releases set forth herein, and all other matters encompassed by this Agreement to make an informed
and knowledgeable decision with regard to entering into this Agreement; and that each has
independently and without reliance upon the countersigning Party made its own analysis and
decision to enter into this Agreement.
17. Miscellaneous.
a. No Party hereto shall pursue, commence, file, prosecute, or participate in
any claim, action, suit or proceeding against any other regarding any matters settled and released
hereby. This Agreement is and shall be a bar to any such claim, action, suit or proceeding, and any
Party to this Agreement may plead this Agreement as a complete defense to any such claim, action,
suit or proceeding brought in contravention of this Agreement; provided, however, that any Party
hereto may commence an action to enforce this Agreement.
Page 6 of 10
b. Neither this Agreement, nor the discussions leading to it, nor any of its
provisions, terms, or conditions, nor any of the facts Or circumstances alleged in, or forming the
basis of, any of the matters identified herein, is admissible for any purposes in any other action or
proceeding involving the Parties except for any action necessary to enforce this agreement.
c. No provision of this Agreement, or of any documents delivered pursuant
hereto, shall be construed against, any Party, or its counsel, merely because such Party or counsel
initially drafted such provision or document. The Parties agree that this Agreement has been
negotiated and that it shall not be construed as if it had been prepared by one of the Patties, but
rather as if all Parties have jointly prepared it for contract construction purposes.
d. Each party has entered into this Agreement freely and voluntarily with no
duress or coercion, after consulting with counsel and receiving counsel's explanation of each of
the terms of this Agreement. In entering into this Agreement, Releasor represents that the terms of
this Agreement have been completely read and explained to her by her attorneys and that she
understands and voluntarily accepts them.
e. Each of the Parties agree that they will execute and deliver all such
documents and instruments as may be reasonably necessary and appropriate to effectuate the terms
hereof.
f This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, and such counterparts shall together
constitute but one and the same Agreement. The Parties shall be entitled to sign and transmit
an electronic signature of this Agreement (whether by facsimile, PDF or other email or
electronic transmission), which signature shall be binding on the Party whose name is
contained therein. Any Party providing an electronic signature agrees to promptly execute and
deliver to the other Parties an original signed Agreement upon request.
g. Headings or captions in this Agreement are inserted only for convenience
and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.
h. No modification, amendment, or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document prepared with the same
or similar formality as this Contract and executed by the City Manager, or his/her designee.
i. The Parties have read this Agreement and the mutual releases contained in
it, and on advice of counsel they have freely and voluntarily entered into this Agreement.
[Signature Page to Follow]
Remainder of Page Intentionally Left Blank
Page 7 of 10
IN WITNESS WHEREOF, and in consideration of the mutual covenants set forth above
and in the attachments hereto, the Parties have caused to be executed this Agreement as of the
Effective Date by their duly authorized undersigned officials below.
AT I EST:
odd B. Hann'en
City Clerk
Date: lig iava5
APPROVED AS TO FORM
AND CORRECTNESS:
—DocuSigned by:
Marge (A/Sfu (((
°8776€°FESF',d8a
George K. Wysong III
City Attorney
CITY:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By: �("�'
Arthur Noriega V
City Manager
April 4, 2025 1 13:47:42 EDT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknc vledaed befor ey4To n o f p si resence or O
c,.,,
online notarization, this"`' day of li, 2025 b •. �' .. _ _ • , as City anager of the City
of Miami, a municipal corporation of the State of Florida. 5$e is personally known to me or has
produced as identification.
(NOTARY PUBLIC SEAL)
EDITH MCCRAY
Notary Public - State of Florida
Commission N HH 471900
,+ �. My Comm. Expires Dec 10, 2027
Bonded through National Notary Assn.
Signature of Person Taking
Acknowledgment
ea/4 Cral
(Printed, Typed, or Stamped Name of Notary
Public)
Serial Number, if any
Page 8 of 10
-sr,*.. i FLORID ID A,
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owledge d before me by means of physical presence or r1
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+ynature of Person Taking
Acknowledgment
(Printed, Typed, or Stamped Name ofNotarv
_Gforiann,Lombardo
:;:Serial Number, if any
EXHIBIT A
ANTI -HUMAN TRAFFICKING
AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongoveifuuental entity authorized to transact business in
the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable.) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity
which constitutes a governmental entity as defined in Section 287.138(1), Florida
Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as defined
in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongov
Name:
Signature:
nmental Enti /Individual: CO\ `-ne •
el) iAOt)D Main Phone Number: ' 5j -U `i 0
Ot0 1 Q. 3 Q . rn
Office Address:
Email Address:
Q. 1 Tit1e41 pfc s i cia-
Page 10 of 10
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