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HomeMy WebLinkAbout23087AGREEMENT INFORMATION AGREEMENT NUMBER 23087 NAME/TYPE OF AGREEMENT GAIL JOHNSON / DESCRIPTION TEMPORARY RELOCATION ASISTANCE AND GENERAL RELEASE AGREEMENT / MATTER ID:20-1324 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/15/2020 DATE RECEIVED FROM ISSUING DEPT. 7/15/2020 NOTE TEMPORARY RELOCATION . ASSISTANCE AND GENERAL RELEASE AGREEMENT This Temporary Relocation Assistance and General Release Agreement ("RELEASE") is between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, INC. of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida State s, vq a principal office located at 1401 N. Miami Avenue, Miami, Florida, 33136 ("CRA") and L-IG[i 3 n& 2Il ("RELEASOR"), an individual over the age of 21, for his/herself and on behalf of all others who may claim by or through, including all other predecessors -in -interest, successors -in -interest, heirs, assigns, partners, officers, directors, shareholders, employees, agents, servants, affiliates, attomeys and insurers of RELEASOR for temporary relocation assistance. The CRA and RELEASOR are collectively referred to as the "PARTIES," which shall be inclusive of the City of Miami, a municipal corporation of the State of Florida ("CITY"), when applicable. 1. Consideration (a) CRA agrees to pay to RELEASOR an amount not to exceed Three Thousand Five Hundred Dollars ($3,500) for the temporary relocation assistance ("RELOCATION FUNDS") as full and final payment and satisfaction of all the RELEASOR'S EXPENSES, CLAIMS and COSTS (as defined below). (b) CRA agrees that upon receipt of this fully executed and notarized RELEASE, it shall dispatch payment of the RELOCATION FUNDS within Fourteen (14) days from the date of receipt of the original signed and/or executed RELEASE. (c) RELEASOR hereby accepts payment for temporary relocation assistance and generally releases CRA and the CITY from any and all liability and/or obligations regarding purported claims asserted by RELEASOR against the CRA and/or the CITY arising from or out of the temporary relocation assistance at the CRA Project located at 1851 NW 1st Court, Miami, Florrida, 33136. The temporary relocation assistance received may be used to cover actual reasonable moving and related expenses including, but not limited to, a security deposit, first and last month's rent, rent related payments, utilities and other moving related expenses. All uses of the RELOCATION FUNDS must conform to all CRA, City, County, State and Federal laws. 2. General Release (a) RELEASOR and its affiliates, predecessors, successors, parents, subsidiaries, spouses, related companies, divisions, assigns, officers, directors, shareholders, partners, representatives, benefits administrators, contractors, employees, heirs, , children, former employees, employers, former employers, attorneys, experts, agents and insurers hereby agree to voluntarily and knowingly, fully and unconditionally generally release and forever discharge the CRA and/or the CITY, separately, collectively, severally, directly, and vicariously, from any and all state, local, and federal claims, causes of action, liabilities, and judgments of every type and description whatsoever (including, but not limited to, all claims in equity, under local, federal, or state tort, contract, statutory and common law bad faith, unfair claims practices, laws, regulations, or statutes) that it has, may have, or may ever claim to have, whether known or unknown, against the CRA and/or the CITY and their affiliates, predecessors, successors, parents, subsidiaries, related companies, divisions, assigns, officers, directors, shareholders, members, managers, representatives, benefits administrators, contractors, employees, former employees, employers, former employers, attorneys, agents, insurers and, in each case, arising out of the RELEASOR'S CLAIMS (the "RELEASED CLAIMS"). (b) RELEASOR covenants and agrees that it will forever refrain and forebear from commencing, instituting, participating in, cooperating with, or prosecuting any lawsuit, action, or other proceeding, of any kind, against the CRA and/or the CITY based on, arising out of, or in any way connected to the RELEASED CLAIMS. (c) This RELEASE also applies to any and all claims for costs and attorney's fees incurred by any PARTY involving the RELEASOR'S CLAIMS as well as any other claims, or causes of action, including, but not limited to, contribution, contractual, or common law indemnification, but in each case arising out of the RELEASOR'S CLAIMS. (d) The PARTIES expressly understand and agree that nothing contained in this RELEASE shall be construed as a confession of judgment by either RELEASOR, CRA and/or the CITY. 3. No Assignment or Transfer of Released Claims. The PARTIES represent and warrant that as of signing this RELEASE, they have not assigned, transferred, or hypothecated, or purported to assign, transfer, or hypothecate, to any person, firm, corporation, association, or entity whatsoever any of the RELEASED CLAIMS. 4. Indemnification RELEASOR agrees to indemnify and hold harmless the CRA and/or the CITY against any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, expenses (including the duty to defend and reasonable attorneys' fees), causes of action, and judgments, in each case arising out of any transfer, assignment, or hypothecation, or purported transfer, assignment, or hypothecation, in each case of the RELEASOR'S CLAIMS. 5. Modification No provision of this RELEASE may be changed, altered, modified or waived except in writing signed by the PARTIES (or their authorized representatives), which writing shall specifically reference this RELEASE and indicate that the PARTIES intend to waive or modify it. The waiver by any party to this RELEASE or a breach of any of the provisions of this RELEASE shall not operate or be construed as a waiver of any subsequent or simultaneous breach. 6. Severability In the event any provision of this RELEASE is held to be unenforceable, each and all other provisions of this RELEASE shall remain in full force and effect. 7. No Contra Proferentem The PARTIES acknowledge that this is a negotiated RELEASE and that the principle of contract interpretation known as contra proferentem (also known as interpretation against the draftsman) is inapplicable to its construction. 8. Entire Agreement All of the terms of this RELEASE are contractual and not merely a recital. The PARTIES further acknowledge that this RELEASE constitutes a full, final, and complete settlement of all costs, differences and supersedes and replaces any and all other written or oral exchanges, agreements, understandings, arrangements, or negotiations between them relating to the RELEASED CLAIMS, and affirmatively states that there are no other prior or contemporaneous agreements, exchanges, representations, arrangements, or understandings, written or oral, between or among them other than that as detailed in the RELEASE, and that the RELEASE represents the exclusive and entire agreement between them regarding the RELEASED CLAIMS. 9, Attornev's Fees -and -Costs The PARTIES agree that should there arise a dispute over the RELEASE, the PARTIES shall bear their own respective attorneys' fees and costs. 10. Comprehension and Authority-: to Execute After conferring with legal counsel to the extent they deemed expedient, the PARTIES covenant and warrant that they fully comprehend their rights and obligations under the RELEASE and they have complete authority to enter into and otherwise fulfill their obligations under the RELEASE. 11. No Admissions and Not Evidence The PARTIES understand and agree that this RELEASE is a release of doubtful and disputed claims, theories, contingencies, and various factual and legal arguments and does not constitute an admission of liability regarding any matter whatsoever. Except in an action involving its enforcement, no part of this RELEASE shall be used as evidence in any other matter, in any litigation, dispute resolution or other proceedings to create, prove or interpret the respective rights, duties or obligations. No action taken by CRA in funding the settlement can be used as evidence that CRA and/or the CITY has waived or is estopped from denying or limiting any other similar claims. 12. Applicable Law_ /Venue This RELEASE shall be construed and enforced according to the laws of the State of Florida, without regard to the application of conflicts of law principles and venue shall be in Miami -Dade County, Florida. 13. Counterpart Signatures Acceptable This RELEASE may be executed in multiple counterparts, each of which is deemed to be an original, but all of which together shall constitute one and the same instrument. (Signature Pages to follow) 3 ATTEST: Todd B. Hannon, erk • ' the Board Date: 1 55I a,6.),0 APPROVED AS TO FORM AND CORRECTNESS: Say. 6 ,L. ? a/6/a Victoria M6fidez General Counsel XEA Matter ID 20-1324 "CRA" OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, INC. of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: Jason Walker, xec a Director Name: STATE OF Fiebei A _) COUNTY OF (O:, 11>lAri ) �1Gr� JO. r n son "RELEASOR" Print SWORN TO AND SUBSCRIBED BEFORE ME on this I day. 'jl` A&2 of V ,�Y (.Ad) 70110..5031 who is/are personally known to me or who has produced his/her Driver's License(s) as identification lb .., and who did/did not take an oath. (Print Name FrAMk h L (Seal) Notary Public, State of Pjor/iit My Commission Expires: shy,!°»»a,' FRANCES LLOP-NOY , -;Notary Public -State of Florida ibrI •° Commission # GG 905986 y ` '' erg My Commission Expires • Mt ` August 21, 2023