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Home My WebLink AboutContract 58233 CSC No. 58233 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release("Agreement")is made and entered into this 14th day of September, 2022, ("Effective Date") by and between the City of Fort Worth, a home-rule municipality organized under the laws of the State of Texas and Reed Group Management, LLC, a Connecticut limited liability company. A. Definitions In addition to the terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: "City" means the City of Fort Worth, Texas, and its officers, representatives, agents, servants, and employees. "Company" means Reed Group Management, LLC, a Connecticut limited liability company, and its partners, representatives, members, managing members, officers, managers, proprietors, directors, employees, representatives, agents, subsidiary organizations, parent organizations, successor entities, assigns,predecessors, stockholders, administrators, contractors, and related companies. "Contract" means Fort Worth City Secretary Contract ("CSC") Number 51673, a Professional Services Agreement between the City of Fort Worth and Company effective as of December 14,2018. "Contract Fees"means the amount of money set forth in the Contract. "Parties"means the City and Company. B. Recitals WHEREAS, the City and Company entered into the Contract, for the purpose of hiring Company to provide Family Medical Leave Act,Americans with Disabilities Act, and Americans with Disabilities Act Amendments Act outsourcing services and other certain services described in the Contract; WHEREAS, the City sent a notice to terminate the Contract dated December 27, 2021 with the date of termination effective on March 31,2022; WHEREAS,Company sent a letter to the City dated March 10,2022(the"Collar Memo") outlining Company's right to retroactively adjust the per employee per month rates under Exhibit D to the Contract to account for claim incidence rates in excess of the agreed upon benchmarks described in such exhibit, and stating that the resulting amount owed by the City is $430,878.60 (collectively, the"Claim"); WHEREAS,the City does not agree with the amount owed under the Claim,and Company and the City have been engaged in negotiations to settle the amount of the Claim; and OFFICIAL RECORD Settlement Agreement and Release CITY SECRETARY FT.WORTH, TX WHEREAS, except as may be set forth below in the terms of the Agreement, the Parties hereby agree that the following terms and conditions shall constitute full and final settlement pertaining to the Claim. C. Agreement.Release. & Covenants NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound hereby, stipulate and agree as follows: 1. The recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement and are incorporated herein by reference. 2. City shall pay Company $130,029.33 ("Payment") in accordance with the invoice attached hereto as Exhibit "A" which represents full and final settlement of the Claim. Such Payment will be made to Company within 30 days of the Effective Date. 3. Upon full receipt of the Payment by Company, the City and Company hereby COMPROMISE, SETTLE,RELINQUISH,RELEASE,ACQUIT,and FOREVER DISCHARGE each other from and against any and all claims,demands,debts,liens,costs,expenses,actions,and causes of action of whatsoever nature, description of character, whether in tort or in contract, or by virtue of the common law, statute, or regulation, known or unknown, heretofore existing between the City and Company, whether known or unknown, which may have accrued or may accrue, on account of, arising from, or in any manner growing out of,relating to, resulting from, or in any way connected to the Claim. 4. The Parties warrant that no promise or inducement has been offered except as set forth herein;that this Agreement is executed without reliance upon any statement or representation of any person or Party's release, or its representatives, concerning the nature and extent of the losses, injuries, damages, and/or legal liability therefore; and that the acceptance of the consideration set forth herein is in full accord and satisfaction of the Claim. 5. It is understood that this is a compromise of the Claim. The City and Company desire to compromise and settle all matters and things to avoid the hazard, inconvenience, uncertainty, and expense of litigation. 6. The City and Company represent and warrant that they are the sole owners of the claims,causes of actions,and rights-in-action being released herein,and they have not transferred, assigned, or otherwise encumbered said claims or any part thereto. 7. The Parties hereto shall not assign or transfer their interests and obligations set forth in this Agreement without the prior written consent of the other parties, and any attempted assignment or transfer of all or any part hereof without such prior written consent shall be void. 8. This instrument contains the entire agreement between the Parties as to the matters contained herein and the terms of this instrument are contractual and not merely recitals.There are no other agreements, either written or oral, and this Agreement supersedes all earlier representations, negotiations, or agreements about the Claim. The Parties acknowledge that the covenants, promises, and representations made herein are binding on, and inure to, the benefit of each of the Parties. Settlement Agreement and Release 2 of 6 9. The Parties represent that they have consulted,or had the opportunity to consult,an attorney to seek legal counsel regarding the contents and effects of this Agreement. The Parties further represent that they have been informed of the content and effect of this instrument and that the instrument is executed as their act and deed and of their own free will. 10. In the event that any provision of this Agreement is held void, voidable, or unenforceable,the remaining portions shall remain in full force and effect. 11. If any action,whether real or asserted,at law or in equity,arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement, including all exhibits, shall be construed in accordance with the laws of the State of Texas. 12. The Parties represent and warrant that they are over the age of eighteen(18)years, competent to execute this Agreement,have carefully read the foregoing Agreement,and know the contents thereof and have signed the same of their own free will and with the advice of counsel, if applicable. 13. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 14. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 15. This Agreement is confidential. The Parties agree not to disclose the existence or terms of this Agreement to the public or to any person not a party to this Agreement, other than the Parties' attorneys, agents, and employees (subject to their agreement to abide by these confidentiality obligations),or to the extent as may be required by law.Notwithstanding anything to the contrary herein, Company understands and agrees that the City is subject to the Texas Public Information Act, Chapter 552, Texas Local Government Code (tile "Act'g. In the event that the City receives a request under the Act to release any or all Information disclosed to it by Company,the City will notify Company as soon as practicable,in which case Company will have the right to assert to the Texas Attorney General that such Information is confidential and that the City should not be ordered to release such Information under the Act. In the event that the City is required to release any Confidential Information pursuant to the Act in the reasonable opinion of the City's legal counsel, the City may release such Confidential Information without liability to Company. Settlement Agreement and Release 3 of 6 IN WITNESS HEREOF, the Parties hereto have executed this Agreement to be effective as of the date signed by the Assistant City Manager below. City: Company: By: By: Name: Jesica McEachern Name: Kevin Curry Title: Assistant City Manager Title: Chief Revenue Officer Date: OCt 10, 2022 Date: September 29, 2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Settlement Agreement and Release 4 of 6 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance ,7�/AhhQ tiI�%0`it�llh0 By: „�,�x�>>�.,=�,ts��n and reporting requirements. Name: DiannaGiordano Title: Director of Human Resources&Civil Service By: Approved as to Form and Legality: Name: SandyHuerta Title: Employee and Labor Relations Manager By: City Secretary: Name: J.B.Strong Title: Assistant City Attorney a� FORT��li O*�o °pO°Op4 By: TannMtP 5`GoodaO„con ��0OContract Authorization: Name: JannetteGoodall 0~ooAdM&C: Title: City Secretary 0Vo ° �° �O° d °°o°°°o a �tl SEX Asap OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Settlement Agreement and Release 5 of 6 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Texas,on this day personally appeared Jesica McEachern , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the City of Fort Worth for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2022. C =r- -------••• Maria Sanchez(Oct 12,202215:09 CDT) Notary Public in and for The State of Texas STATE OF COLORADO § COUNTY OF JEFFERSON § BEFORE ME,the undersigned authority, a Notary Public in and for the State of Colorado,on this day personally appeared Kevin Curry,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of Reed Group Management, LLC d/b/a ReedGroup, for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 29"' day of September, 2022. YAVONNE HINTON NOTARY PUBLIC � L STATE OF COLORADO NOTARY ID 19954010344 MY COMMISSION EXPIRES OECEMBER 20,202J Notary Public My Commission Expires: 12/20/23 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Settlement Agreement and Release 6 of 6