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Settlement Agreement — Z7 SETTLEMENT'AGREEMENT' The -AT &T Corp:, on behalf of its •Corporate Officers and in their Corporate capacities ( "AT &T Corp. "); the .City of Miami , Beach, for themselves and all. persons or. entities .claiming by or them, and 'their directors,;, officers; principles, agents, '. successors in interest. and Located at -1700 Convention Centers Drive, Fourth . Floor, Miami .Beach, Florida 33139 assigns (collectively "Miami Beach "), hereby 'enter into this Settlement .Agreement (the "Settlement Agreement") ,dated , :2011; -to :;settle as follows: . a RECITALS WHEREAS, ..the City of Miami Beach has maintained an :.Agreement with the AT &T Corp since .'December 8 2009,. and said'' Agreement provides 'emerg,ency 911 telephoner service and su,pport.for. the Miami Beach Police Department Public Safety ComCnunications Unit; and WHEREAS, the Agreement mandated that the quality. of the telephone,. service would - meet specific industry standards, -which included but was not limited. to; the clear and consistent - audible 'telephone transmissions and reception for: a monthly , fee of $3,254.17 ,per morith; and WHEREAS,',-the quality of the - telephone -' service has been 'functioning below . industry standards with .poor audio transmissions, reception quality' -and the inability t0 dial. certain area codes; and WHEREAS, the automatic call distributor and. management information ,software :portion of the. AT &T Corp.. telephone system 'has not functioned as designed, and has failed to distribute' inbound telephone calls equitably to -the Public Safety Communications Unit. - Communications.'. Operators, and `in" some instances, failed: to completely distribute telephone calls as required under the Agreement; and WHEREAS, Ahe - City of - Miami Beach," by -and through Miami Beach Police Department, withheld $58 the monthly . 'fee payments in 'the total,,'. amount of . ; 639.81; and WHEREAS °the. Parties -, have reached a settlement in regards to the City of Miami Beach for its account under,nu.mber 305W93- 06200010445 (the "Account ".); and :WHEREAS approval of the proposed, Settlement Agreement is in ahe best intere .'WHEREAS.,, t of the City of -Mi - ami Beach in "that it..avoids further cost and risks of `litigation and protects -:the City of Beach from future, litigation and expense; and WHEREAS, the -Parties believe it - would be in their best interests; - and the interests of .the citizens 'and - residents of. Miami Beach, to agree to the ..provisions of .this Settlement - Agreement. • i Page :1 of 6 Settlement Agreement AT &T Corp: of Miami Beach : Account No. 305W937'06200010445 . NOW; THEREFORE in consideration'of.th:e mutual.'agreecnents, undertakings and representations. in this Settlement Agreement, :and other good and, - valuable consideration the receipt and sufficiency.of which are hereby, acknowledged by the' Parties AT &T-Corp. and Miami.Beach agree as A. The-foregoing , recitals are true, accurate and correct and are incorporated : herein by'this reference. B.. General S.ettlement;Conditions. J. Upon the full execution of this Settlement, Agreement, AT &T Corp. ~shal.l ` credit -ahe amount of $58,639.81 to the Account; which amount being .credited may be subject . °to adjustment due 9 Y: _ to the applicability, of -, Re ulator Fees and Taxes, in full . .. _ . i settlement of the Dispute (Account No. 305W93- 06200010445 from 12/09 to 4/11) 2.': The, 'Parties shall execute this Settlement Agreement regarding all claims'. based on 'the allegations set forth in the Dispute; and all claims that were o could have. been brought .in the: Dispute, and AT &T Corp. and Miami Beach shall. provide - a release as to: all .claims. that were or could -have been brought on .behalf of AT &T Corp. against Miami .Beach orany of their officers; directors, principals o.r= agents, or in their individual capacities relative to :Account No.`305W93- 0620001'0445 surrounding_the dispute as set forth in the. Recitals: _ 3 The' Parties shall beartheir own attorneys :fees and ,c ,. , ' osts surro.un:ding the 'Disp_ute,, and 'shall . not be entitled to any attorney's lees' surrounding the Settlement. Agreement, or the enforcement *of the 'Settlement Agreement. 4 This Settle ment.Agreement shall be construed, enf 'rced -and 'interpreted. . in accordance 'with the laws of the .State of Florida. jr n the event that .an - ambiguity or i question -of. intent 'or interpretation arises, this Settlement Agreement shall - be construed" as if crafted jointly by each of the Parties hereto and � no presumptions or. burdens of. �~j; proof shall -arise favoring any party by:virt,ue.'of the a.uthorship ` of .the provisions of ahe Settlement Agreement. The Parties jointly conclude that- ��should - this `Settlement Agreement be challenged by any..;of the Parties, that venue forbringing such challenges_ .shall take place in the County :of Miami -Dade; Fonda. 5. Actions ,taken by any of Ac the Parties hereto ,Pursuant or in furtherance of the provisions hereof shall not be admissible in any Legal. proceeding . in the event the transactions contemplated :hereunder, are not. performed ,or consummated, except as : , necessary.tb enforce.the terms of this Settlement:- Agreement. ., . 6 The Parties a ree -the „ will :take an and all' - a 9 y y . ctions consistent - with the . :intent and purpose of- this, :Settlement Agreement and requirements 'of' appi,icable law; and, :execute, acknowledge,'subscribe -and deliver 'any .and. all `further documents and instruments as. may be: reasonably necessary to : effectuate -.the purposes of this Settlement. Agreement. P.age2of6 Settlement.Agreement AT &T Corp and City`of Miami Beach . Account ^No'..305W93- 06200010445 7. The_'Parties understand and agree that no party admits:liabilit' of any sort ., reason of the above - incidents, acts, casualties, events; representations, omissions,. conduct, or- interpretation. The Parties also understand and agree fhat this Settlement Agreement constitutes the good faith compromise .of the Dispute. and is 'made in good faith to terminate any further controversy respecting all :claims-for damages, causes 'of: action, or potential fibbility which. could have been ascertained` by..reasonable diligence :which either.Party to this Settlement Agreement may have asserted now, or.. may 'assert • in the future because of any damages incidents; acts,. casualties, or events, described ,. or alluded to in this Settlernent.Agreement. 8. The Parties acknowledge that this Settlement Agreement constitutes the, . entire agreement. They further= acknowledge that they have .read it :and . understand it that the terms and: conditions of ahis Settlement Agreement were arrived at in 'arm's length negotiations between the Parties with.all,Parties provided tlie,opport'unity.to seek °the advice..of legal :counsel;,that each - Party's legal counsel did or could have reviewed this .Settlement Agreement; and that each Party has given due:, and - full. consideration to 'the :le al ostion of the other in regard to the g p g provisions contained herein. .9.. This Settlement Agreement .shall be deemed - drafted by - ' all, Pasties and there shall be no 4 presumption against any. party relating to the .drafting of the Settlement Agreement, and the language used herein. . 10. Any notices required p m q fired or ermitfed to "be given under this Settlement Agreement . shall _be in writing and shall . be deemed to have been given if delivered . by hand., sent by recognized overnight . courier such as` Federal Express) .or mailed ..b .9 9 � - Y 'certified or registered :maill, return - .receipt requested, in 'a postage prepaid envelope,: and . 'addressed as follows: If to the Customer at: City of Miami Beach - 17.00 Convention Center. Drive ; - Fourth `Floor. . Miami Beach, Florida 3313:9 °Attn: City_Ma'nager With a copy to:` City of Miami Beach u 1700 Convention Center Drive Fourth Floor ' M iami , Bea'c'h, ' 331'39. Attn: ; City Attorney If to AT &T Corp. AT &T Corp Accounts Receivable: :Management. 333 Commerce Street, FLR 20 Nashville; TN - 37201 -1800 a e `3 'of 6 Settlement Agreement _AT &T Corp. _and City of Miami Beach Account No. 305W93= 06200010445 Notices personal .y delivered or sent by overnight courier shall be deemed given on the date of delivery, and notices mailed in accordance -with the'.foregoing "shall be deemed given upon receipt by the Parties: - 1I.. The Parties - signing this Settlement Agreement represent and war rant that they have Iull and complete Iegal and binding authorit y .'to enter into this .Settlement Agreement. The ' Parties warrant- and represent that they have not sold; assigned; transferred conveyed, or otherwise disposed of any of the claims demands, 6bli 9 ations, or causes of action referred to in this Settlement Agreement. 12 This. Settlement' Agreement ' is :binding' on the Parties hereto and the. Parties '.a ,agree to execute an and all documents necessary and consistent`'. with .. g Y ` . applicable law, to ratify, confirm, and perform the Perms- and s of this Settlement Agreement. The terry' s of this Settlement shall be.binding on and inure to the' benefit .of the Parties, their- legal . representatives, members, constituents; successors assigns, subsidiaries and affiliates, and_ 'shall' supersede - all prior " discussions, negotiations and agreements . among the Parties; concerning settlement. No modification,` waiver, amendment, discharge, or change of this Settlement : Agreement shall be valid unless the same. is in :writing- :and .signed by the Party against which the enforcement of such modification, waiver, amendment, discharge, or change is sought. arts, and the: 1 3:. : This 'Settlement Ag reement may be signed, in counter p , signature counterparts of the Parties or their .authorized representative shall be treated the -same as Jf this .Settlement Ag reement had - been* signed by all Parties or their authorized re presentatives. A facsimile signature =be deemed the equivalent of on original signature of a "Party or its authorized representative. . 14. Any prevention;.delay or stoppage. due .to lockouts; labor disputes; acts of"God, inability, to obtain labor Or materials'or reasonable.substitutes therefore, riot, civil commotion, fire or other.: casualty, 'and other causes beyond the reasonable control of. - the 'Party obligated to perform, I excluding :the. 'financial inability of such .Party to perform, shall excuse the performance by such Party :for' period- of time ..equal to any such.. period : of prevention, delay or stoppage.. Any Party seeking: to - invoke this .paragraph._,shail . provide written notice A the other. Party�as soon ' as reasonably practicable under the circumstances, 15. In the event any provision term or - condition of this Settlement A reement, . . g on behalf .: of either Party, thereto. shall be inapplicable,,. invalid, illegal or unenforceable in a any respect, the remainder of this m Settlement Agreeent and for application 'of such provisions, terms - or :conditions ' shall not, be affected thereby; - and -shall be enforced to the fullest extent_.perm'itted by law: 16. It is- .hereby' .acknowledged by the Parties hat 'nothing contained in this Settlement Agreement was intended to serve as a waiver of sovereign, immunity; as set ` forth and codified in Section 768.28 of the Florida Statutes; �by the -City of Miami :Beach 'to which sovereign immunit is applicable in "recover of damage in tort for money 9 Y PP Y' g Y damages against the state or its agencies. or subdivision, or injury or Loss of property, ersonal. injury, or death caused b the negligent or wron wrongful act or omission of an P Y 9 Y - - employee of the agency or subdivision while - acting within .the scope' of the employee's, office or employment. 'Page 4of6 Settlement Agreement- ; AT &T Corp..:and City of Miami Beach . Account No. 3.0.5W93- 06200010445 • 17.. The Parties expressl acknowledge that it is not their intent: to� create -or confer any 'rights or obligations in or upon any third' person or. entity .under this . 'Settlement Agreement. None of .the Parties - .intend to directly or substantial y benefit a third party by this Settlement Agreement: The Parties agree that :there are no third party ` beneficiaries to this :Settle.ment. Agreement a_ nd that no third party shall be entitled to assert a claim, against'- any of, th_e. :Parties based, upon this Settlement Agreement. Nothing herein shall be construed as consent by an agency or, political :subdivision of the State of, to be sued by third Parties.in. any manner. arising out of this.. Settlement Agreel ent, or. other obligations, whether known or :unknown :to t he Parties.. : • A V1/HEREFORE, the Pantie "s approve the above terms and enter into :this; settlement of this Dispute between = them -as ; provided above' as of the date first entered. above. D ated: ' V1/ITNESSES: : AT &T Corp.. A uth orized* gnature for. AT &T Corp: - _ - STATE OF FLORIDA Qq SS: a,9 COUNTY OF - M I E HEREBY CERTIFY. that on this date,,before.me, �anofficer - duly- :authorized in Count - this State . .and to take ' acknowledgments, , personal) y 9 personally . authorized. Person for AT &T Corp., personally known to. me or have produced identification',. named :in the .foregoing Settlement Agreement, : and that he acknowledges executing the same freely and voluntarily,. WITNESS my hand and official seal in `the County and State_ ast. aforementioned this day 1CC E ��1� e V' 2011.. p Gk�U c Gt;G� R . m��4 -h �jj L S S__ k l .. it s. •• O` e'- JOOiE C-COLEMAN -Nota . Public, State of�:Florida :Notary.Pub is State of Ftarlda . . : My Comm. 4 Expires _ COMMISS 965 CITY OF MIAMI.BEACH, a 'Florida municipal corporation , . y: Robert Pa • . ,: D = � Jocg G n z; Ci aria er ORATE age 5 of 6 �'/ 26 Settlement Agreement :AT &T Corp. and .City of Miami Beach Account - *No. '305W93- 06200010445 ' , 1N.UVITNESS WHEREOF the parties have -set, their hands and seals on the..Aa Y , and date first'written above. . • •, • ' OF MIAMI -BEACH FLORIDA, nicipal corporation ATTEST INCORP ORgT ED$y B y .� ayor. Matti Herrera Bower Robert Parcher;- .• STATE QF FLORIDA - °SS COUNTY OF MIAMI- DADS') . h - .HEREBY .CERTIFY that on this day, of 201 c V. before me, an officer dul Y authorized in, this State. and County to take'ackno ivledgme'nts, : ersonall a eared Matti ; Herrera ;Bower, .as .Ma oi, and - Robert Parches; as the Cit P. y PI? Y y , Clerk, of the:,City of :Miami " Beach Florida, :a _municipal corporation of. the State. of. Florida' on `behalf of such municipal corporation. They are personally known me,` named in the foregoing° Settlement Agreement,. as well as personally appeared Jorge M.. Gonzalez, as City `Manager, City of'.Miam :'Beach, - personal) known to me, =name.d.:in he fore oin Y. g 9 . ' General Release and. Waiver, and Ghat he acknowledged .executing the same freely and vofiuntarily` behalf of 'the City; and that Have - acknowledged executing the same free "ly: and voluntarily on behalf. of :the City.. WITNESS my hand and official seal in the County and .State "last 'aforementioned this:; day of .201 2- M.y Commissio xpires: No tary Pau Fi blic Sta% ida a Large ` BEAUCyie,,�� P'�, oN •• ° AP PR O VED AS TO FORM AND 2 F ' °� PQ y�9cn� = - .LAN.GUAGE AND 'FQR EXECUTION: o #DD 983701 0 e .publicUnde�° ° Cit t orne Pa��a�astit��� ' Page 6 o 6 GENERAL RELEASE AND WAIVER KNOW-ALL MEN BY THESE PRESENTS: That for value -received and other good and. valuable consideration; the receipt and sufficiency of which 'are `hereby acknowledged, AT &T Corp., on behalf of the itself and :its Corporate 'Officers, does .hereb:y for itself and its - :respective' heirs executors, administrators., personal representatives; insurers, reinsurers, agents Successors, and -assigns, and :any person : or -entity claiming by, through, - or for,:or succeeding. -to the right of any .of the - foregoing. (hereinafter referred. to collectively as. "Reieasors" ) ; .relea'se,' remise, acquit, satisfy, waive and forever discharge -the City of.Miaml its heirs;. executors administrators, personal representatives, insurers, reinsurers, - agents; :successors and assi ns, :and any person or `entit :actin for, b or through, any of the Y g Y g Y foregoing (hereinafter referred - to collectively as ``Releasees' } of and .from any and all manner - of actions, causes of action, suits; debts`; costs; attorney's fees, sums of.. accounts,.. reckonings - bonds, bills, specialties, covenants, controversies; loss of services, obligations liabilities, agreements; promises, variances, disputes, trespasses; damages,,- repairs., injuries; losses, liens, .judgments;. executions, complaints, claims,' R counterclaims; cross - claims' and all demands whatsoever, in law or in equity, whether. known or unknown, , director indirect -which .Releasors ever had, now have or which may hereafter. accrue for., upon br by .reason of any matter, :cause.. or `thing whatsoever . from the beginning .of the world to the day of the date of this General'Release and Waiver, in connection with or in any way arising, out of,' or relating to,, :or which were or could have been asserted in, 8'.$58,639.81 dispute on' AT &T Account No.:305W93- 0620001.0445, more full described in that Settlement Agreement dated 2011 Y g `- -�' (collectively, the "Claims " ): " Releasors agree that they will ;forever refrain and'forbear .from any action : or other proceeding of any kind whatsoever, by way of. action, defense; set -off , cross- complaint, courterclaim;.third party action or otherwise; .against Releasees, or any of ✓them, based on, relating. - to, arising out :of, - or- in, connection with" any of. the 'Clairris released and `discharged hereunder. Releasors hereby waive; �to the `fullest" extent. permitted,.by law the' benefits of a'ny ` , statute, law, rule, regulation or common law which may limit the scope - of the covenants- and releases contained herein. Releasers_ intend .by - this General Release and Waiver to forever - .release; remise,. acquit,_waive; satisfy p9d.forever discha.rge:Releasees - of and from any and all Claims Page 1 of:4 s J - s 1 a .. r F , J a and related rights described above, *it being understood that ali.of the Claims or related g ,. ��. right-persons' s: which the Releasors or any who. claim' by,` through- or under .the < ° Releasors, aor any of them, may have against the Rel 'as.ees shall �be forever released; remised, acquitted, waived; satisfied and forever discharged - , and - Releasors shall. `be forever. barred from .brin in or assertin '.the same in their, own name'or names jointly n g 9 g ., '-or .with, or through any other person,, natural, corporate . or - otherwise. eleasors acknowled e that it is' -their inten R tion that, 'upon execution. .hereof, "this : g 4f 4. - General "Release and V1/aiver. sfiaii' .be effectiye. as a °.full accord and •satisfact'ion an d settle m ent: of, and .as.� a bar to ;.:each and every one of ahe Claims.:released" hereunder whether known or unknown • .. .. . Releasors represent and' warrant that no claim -which they have or might have had against Releasees has been assigned or transferred to any other.,pers.on or, entity, and agrees to indemnify :Releasees `arid hold Releasees:- harmless from °any and all liabilit , or ex en resulting from the assignment or transfer of .any. such clai Y ms. P V Releasors acknowl�ed e 'and agree this g g . s General' Release and Waiver :is given for the_.com romise of" doubtful and dis uteri ,claims, and shall :not ±b p p• e construed as an admission against "interest or.'adrnissio:n` "of liability on:the part' of,the. Releasers as to °an claim, counterclaim, demand;, *: controversy, "dispute, defense; action, cause of action; or thing mentioned herein and compromised and settled heceb surroundin' .the: Claims; and that �Releasors< deny Jiability``tl ere or and ;intend merely .to avoid" the costs of litigation.:'. Releasors ;confirm that they'. are 'com etent and. acknowled e that he terms of p . 9. this .General Release and Waiver are , contractual and not a mere .recital., Furthermore,, the 'Releasers acknowledge that the Releasers have . not. been influenced in any manner m'makin this :General.Release and Waive r by any: representations - or statements made by or on behalf of " the° Reieasees, that the Releasers have received the advice of counsel _. in connection ction with the. effect of the execution and delivery - - of. this General Release and 1Naive.r, that the Releaso`rs have carefully read , and fully understand the contents of this' General Release and Waiver, .and ,that , the Releasers have duly. authorized`the -execution - -of this.-General -Release .and Waiver freely. -and voluntarily intending and agreeing to. be fully: bound by the teems hereof: This Genera[ Release. and ;Waiver shall remain in full force and and' survive _ - any Iuture 'dealings -among -the Rele'asors and - Releasees,, unlessthis-General Release Page, of N and - Waiver shall hereafter be: modified ':by: an instrument in writing and signed_ by -the,' . Rele'asors, and b 'duly authorized. resentative (s of the •Releasees Y Y P „) I.N WITNESS: WHEREOF the. Releasors a = . . nd the .Re(easees have .caused this:: General Release and Waiver to be` executed in their. names and its seal. to `be affi by xed, _ its proper and duly authorized re resentative, this y j� `-- , 2011 p � d a of . . . • R ELEA$ORS: WITNESSES: AT &T Corp rN ' L Aut horized.-Person for AT&T-Corp` . -STATE OF-FLORIDA t,) u cL,i °) SS. COUNTY OF fHB�rBE . . r I HEREBY CERTIFY that on this date, before me, `an officer duly authorized: in'. this State and County to take acknowledgments, ,personally appeared the. Authorized Person for AT &T MCorp., ��f rl R• :wf1�'1 personally known o me ` ; or has pro duced :identification named in :the foregoing :General Release and vvaiver and that he acknowledges executin the same free) __and voluntaril g� Y Y y WITNESS rt my ; hand .and official seal. in the County. ands State last aforementioned this - ernhe r rc.1 V.,.�`�± day. of 2011 , FLA My Corrimission Expires: _ z Nota ,Public,,Saate,of Flo'nda JODIE C COLEMAN Notary Public - State of Flordda r My; Comm: Expires Feb 24, 2014 ELEASEES. - Commiss600 4 OD 965343 , 'R : CITY , OF MIAMI 'B EACH, a :Florida municipal' corporation ATTEST:` An ., ` P.,.► on lez C' Man e ° Robert.Parcher' City. Cie Dated: S JAW w � RP ORATED' : IN. V1/ITNESS WHEREOF ahe arties - have set their'hands and 'seals on the da p ., Y' and date first written above. e '... MIAML`BEACH,/F:LORiDA, . al corporation ` ATTEST. ..• , By: att! Herrera over Robert Parcher .City Cl k : NGOR - : . p ORAT ' •' ff 'o : STATE, OF FLORIDA '•.. 2 CO.UNTY.OF MIAMI. DADE HEREBY CERTIFY that on this . d6 y' .o 201 before rne, an .officer duly,autho'rized in this State and: County fo :take acknowledgments, personally appeared Matti Herrera :Bower,• as Mayor, and Robert_,Parcher,. - as the City - Clerk, of -the City of Miami Beach, Florida, a.:municipal corporation of" the State of Florida,,, on behalf o. such :municipal corporation. They, are personally known'to rne, named in the for-egoing.Settlement Agreement,: as.well as :personally appeared. Jorge M. as - City Manager, Gity:of `Miami Bea`ch, - personall known to me named in.-the fore oin Y g g Ge n era l Release ` Waiver, and that h e = acknowledg - executing the same freely and' voluntarily on ,behalf of the City andahat - have .acknowledged executing the same freely ; and voluntarily orr:behalf of fhe City. WITNESS my hand and official- seal in - the County . State.'last_aforementioned - this day of 201 � . My Commission &Xpir .S • 4� N tary. Publi � Large , Q,pI I1Z9 2 • }} P Q O .. APPROVED AS TO FORM AND :. � d .� . d � 9 L LANGUAGE AN: FOR EXECUTION: thN dery e / [� T.. A ny c3 AE v i� torn PageA of 4.