SETTLEMENT AGREEMENT AND GENERAL RELEASE For valuable consideration, receipt and sufficiency of which is hereby acknowledged, and in order to resolve and settle finally, fully and completely all matters or disputes that now exist or may exist between them, the parties hereby enter into this Settlement Agreement and General Release (the "Agreement") and hereby agree as follows: 1. Definitions (a) Parties: The parties to this Agreement are HEATHER TALLEY, (the “Plaintiff ); PETE MERCALDO, CITY OF MELBOURNE, its past, present, and future elected officials, employees, agents, attorneys, and representatives, all individually and in their official capacities (collectively, the “Defendants”), and Florida Municipal Insurance Trust (hereinafter “FMIT”). (b) The Dispute: The “Dispute” is defined as the lawsuit styled HEATHER TALLEY V. CITY OF MELBOURNE and PETE MERCALDO, filed in the United States District Court, Middle District of Florida, Orlando Division, Florida, Case Number 6:18- cv-85-Orl-40KRS and all charges dual filed with any other governmental agency as well as any and all potential legal claims which may arise therefrom. 2. Release and Discharge by Plaintiff: In exchange for and in consideration of the obligations and rights set forth herein, the Plaintiff releases, acquits and forever discharges the Defendants and FMIT and all other persons, fii-ms or corporations with whom the Defendants and FMIT have been, are now or may hereafter be affiliated, of and from any and all claims, causes of action, suits, debts, dues, sums of money, damages, judgments, and demands whatsoever, in law or in equity, which Plaintiff ever had, now has or hereinafter can, shall or may have against Defendants and FMIT, including without limitation any and all claims that were or could have been brought in the Dispute as defined in paragraph 1(b), by reason of any matter, cause or thing, from the beginning of the world to the date of Plaintiff’s execution of this Release. This Release includes, but is not limited to, claims arising under the Florida Whistleblower Enactments codified at Fla. Stat. § 112.3187, et. seq. and Fla. Stat. § 448 101, et. seq., Fak Labor Standards Act of 1938, as amended; Equal Pay Act of 1963; Title VII of the Civil Rights Act of 1964, as amended; Elorida Civil Rights Act of 1992; the Family and Medical Leave Act of 1993; the Americans with Disabilities Act (ADA); The Age Discrimination in Employment Act (ADEA); claims for unpaid wages, employment discrimination and retaliation, or other employment-related claims whether arising out of tort; contract; or other theory of recovery, and whether for relief of equitable, compensatory, or punitive damages. Plaintiff retains the right to enforce this Agreement and the foregoing release shall not be deemed to release any rights under or to enforce this Agreement. This Agreement shall be a fully binding and complete settlement among the Plaintiff and Defendants, save only the executory provisions of the Agreement. 3. Dismissal With Prejudice: After the execution of this Agreement, the receipt by Plaintiff of the settlement proceeds and terms referenced in paragraph four (4.) below. Plaintiff agrees to authorize her attorneys to file a Notice of Voluntary Dismissal with the Court in which the lawsuit referenced in paragraph 1(b) above is pending, and to withdraw any pending adininistrative Charges with the EEOC or FCHR, if any, without her attorneys requiring any further authorization. Plaintiff also agrees to waive all pending grievance proceedings, including proceedings pending with the Public Employees Relations Commission (PERC) if any. 4. Settlement Amount and Terms: a. Defendants or FMIT shall issue to Plaintiff the total amount of Eighty Seven Thousand, Five Hundred and no/100 dollars ($87,500). Plaintiff acknowledges these proceeds are all due her and neither party shall be construed to be a prevailing party for the purpose of a court award of fees and costs. These proceeds shall be released within ten (10) days of receipt of Plaintiff s counsel’s executed IRS Tax Form W-9. These settlement proceeds shall be distributed as follows: 1. A check made to Payee: SAENZ & ANDERSON, PLLC, do Martin Saenz, Esq. 20900 Northeast 30* Avenue, Suite 800, Aventura, EL. 33180, in the amount of Eighty Seven Thousand, Five Hundred and no/100 dollars ($87,500), which is inclusive of attorneys’ fees and costs. The City of Melbourne, its insurers and its representative and agents have not offered any advice to Plaintiff regarding the tax consequences of these settlement proceeds. Plaintiff acknowledges sole responsibility for the incidence of all taxes assessed against these proceeds, if any, and shall hold Defendants and FMIT harmless and indemnify Defendants and FMIT if taxes are incurred by either as a result of this Agreement. b. Defendants or FMIT shall pay Plaintiffs portion of the mediator’s fee. 5. Non-Admission Clause: By entering into this Release, Defendants do not admit any liability whatsoever to the Plaintiff or to any other person arising out of any claims asserted, or that could have been asserted in the Litigation, and expressly denies any and all such liability. Defendants enter into this Settlement Agreement and Release at the advice of and in cooperation with its insurance carrier, in the interest of its residents and to avoid further legal expenses and costs, disruption to its operations, and to otherwise avoid the vexations of litigation. 6. Future Employment: Plaintiff shall not apply for future employment or seek independent contractor status with the City of Melbourne. If Plaintiff submits an application for employment or seeks independent contractor status with the City, the latter may, in its sole discretion, consider or disregard the application or bid without incurring any future liability as a result of doing so. This provision shall be interpreted such that Plaintiff is waiving any and all future monetary damages for wage loss, Riture wage loss, or other compensation associated with Page 2 of 6 future attempts to secure employment with the City. This provision shall not be interpreted to prevent Plaintiff from filing future charges of discrimination with the EEOC, FCHR or other governmental agency authorized to conduct investigations of discrimination or from participating in investigations of discrimination conducted by such agencies. The City of Melbourne shall limit its response to future inquiries from Plaintiff’s prospective employers to verifying dates of employment, confkming last position held and last wage earned. All employment inquiries shall be directed to Kimberly Foxworth, Director of Human Resources, or her successor. 7. Voluntary Restraint From Further Comment: The parties agree to refrain from further comment regarding this dispute and resulting Release. This provision means that neither party shall further discuss the merits of the dispute or the nature of settlement discussions to any thii'd party. This provision shall not prevent Plaintiff from commenting on this dispute to her attorneys, accountants, immediate family members or during the recruiting process of a prospective employer with whom Plaintiff has submitted an application for employment. This provision shall only be enforceable against the City with respect to limiting the comments of the City’s elected officials. Department Dfrectors and law enforcement Command Staff. Moreover, this provision does not prevent the City from complying with Public Records Act laws by furnishing a copy of Plaintiffs personnel file and this Agreement upon request. Moreover, this provision does not prevent discussion between this City’s elected officials. Department Directors and law enforcement Command Staff for the purposes of training, risk management or other reasonable managerial uses. If either party, as defined in this paragraph 7, is asked about the status of the Complaint or this Release, either party shall respond as follows: “The parties have resolved their dispute and have no further comment.” Plaintiff understands that this provision is a material term to this Agreement and that the violation of this term involves true consequential injuries to the City of Melbourne which are difficult to assess and value. Therefore, upon proof before a Court of competent jurisdiction of a violation of this term, the Defendants shall be permitted to recover a reward of liquidated damages in the amount of Five Thousand, Five Hundred and no/100 Dollars ($5,500.00). Plaintiff acknowledges this sum will reasonably compensate the Defendants for a violation of this provision and is not punitive. 8, Savings Clause: Should a court or other competent authority render invalid any provision of this Release, the parties agree that this shall not in any manner affect the enforceability of the other provisions of the Release. 9. Voluntariness: Plaintiff hereby affirms and acknowledges that she has read the foregoing Release, consulted with her attorney regarding its terms, that she fully understands the meaning of the terms of the Release, and that the Release is a voluntary, full and final compromise, release and settlement of all claims, demands, injuries, damages, actions or causes of action, known or unknown, occurring prior to execution of the Release. 10. Neutral Interpretation: Any controversy over the construction of this Release shall be decided neutrally and without regard to events of authorship or negotiation. Page 3 of 6 11. Final Settlement: This Release constitutes the complete understanding of the parties hereto and supersedes any and all prior agreements, promises, representations, or inducements, whether oral or written, concerning its subject matter. No promises or agreements made subsequent to the execution of this Release by the parties shall be binding unless reduced to writing and signed by authorized representative of the parties. 12. Counterparts: This Release may be executed in multiple counterparts, fax, copies, each of which shall constitute an original, and all of which shall constitute one single Release. Release was entered into on this day of 2019, and executed by the Plaintiff on the date set forth below. HEATHER TALLEY Dated: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before jne^Jhis. day of — . 2019, by HEATHER TALLEY, who is^p^onally known to^ who has produced___ as idenfiflcaflon. tYr= Notary Public, State of Florida ANTOINETTE BRAGA Notary Public-State of Florida Printed Name: Commission #GG 067716 My Comm. Expires Jan 30,2021 My commission expires: ^ -AU "S-l Bondedthrough National Notary Assn. Page 4 of 6 CITY OF MELBOURNE STATE OF FLORIDA COUNTY The foregoing instrument was acknowledged before^ me—this------ day of r LA ■ 2019, by A 11 So uo Iwho is<^-sonally known to m^r who has produced ^ as identilTcafionr A A ^0, ANTOINEHE BRAGA A Notary Public, State of Floric^ -'ii ! /f M., Notary Public-State of Florida Printed Name: Av-rfe i iA-fA4^ o f \ - Commission #GG 067716 My commission expires: 1 30 ( Wy Comm. Expires Jan 30,2021 ’....... Bonded through National Notary Assn, Page 5 of 6 By: PETE MERCALDO, Defendant STATE OF FLORIDA COUNTY OF^f-atl The foregoing instrument was acknowledged before me this ' day of r WKj\r<j\ 2019, by rflO,rCq.[-g/T) . who i^;^2ereohMyknov!^o~me^ has produced as identification. -2L. ,Y A ANTOINEHE BRAGA Notary Public, State of Florida /W Notary Public - State of Florida Printed Name: Arr-k) f KVi/r-6K<^C\ N'i Commission (fGG 067716 My Comm. Expires Jan 30,2021 My commission expires: l'~ 3(9 — Bonded through National Notary Assn, Page 6 of 6
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