R24-008 1 RESOLUTION NO. R24-008
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE
6 SETTLEMENT AGREEMENT AND MUTUAL RELEASE BETWEEN THE CITY
7 OF BOYNTON BEACH AND ZERORISK HR, LLC, AND TERMINATE THE
8 HIRING SYSTEM ENTERPRISE LICENSE AGREEMENT; AND PROVIDING
9 AN EFFECTIVE DATE.
10
11 WHEREAS,the Human Resources and Risk Management Department contracted with
12 ZeroRisk HR, LLC, for a Hiring System Enterprise License Agreement; and
13 WHEREAS, a dispute arose as to the amounts owed under the Agreement; and
14 WHEREAS, the parties have come to an agreement regarding the amount owed and
15 wish to settle the matter and terminate the Agreement; and
16 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
17 recommendation of staff, deems it to be in the best interests of the City residents to approve
18 and authorize the Mayor to sign the Settlement Agreement and Mutual Release between the
19 City of Boynton Beach and ZeroRisk HR, LLC, and terminate the Hiring System Enterprise
20 License Agreement.
21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
22 BOYNTON BEACH, FLORIDA, THAT:
23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
24 being true and correct and are hereby made a specific part of this Resolution upon adoption
25 hereof.
26 Section 2. The City Commission hereby approves and authorizes the Mayor to
27 sign the Settlement Agreement and Mutual Release between the City of Boynton Beach and
28 ZeroRisk HR, LLC, in the amount of$4,750,and terminate the Hiring System Enterprise License
29 Agreement. A copy of the Settlement Agreement is attached hereto and incorporated herein
30 by reference as Exhibit "A."
31 Section 3. This Resolution shall become effective immediately upon passage.
32
S:\CC\WP\CCAGENDA\2024\01-16-2024 CC\R24-008 Settlement_Agreement_with_ZeroRisk HR -_Reso.docx
33 PASSED AND ADOPTED this 16th day of January, 2024.
34 CITY OF BOYNTON BEACH, FLORIDA
35
36 YES NO
37
38 Mayor—Ty Penserga V
39
40 Vice Mayor—Thomas Turkin V
41
42 Commissioner—Angela Cruz ✓
43
44 Commissioner—Woodrow L. Hay ✓
45
46 Commissioner—Aimee Kelley
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48 VOTE b -0
49
50 ATTEST:
51
52 i /,TiWIa Ar
53 Tammy Sta ione, C • T "-►.ga
54 Deputy City Clerk _
55 ; o��BOY/1
56
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60 '� .• •
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. _ Shawna G. Lamb
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61 City Attorney
S:\CC\WP\CCAGENDA\2024\01-16-2024 CC\R24-008 Settlement_Agreement_with_ZeroRisk_HR_-_Reso.docx
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE("Agreement")is made
and entered as of the date on which the last Party shall have executed this Agreement (the
"Effective Date")by and among ZeroRisk HR,LLC("ZeroRisk"),and the City of Boynton Beach,
Florida ("the City"). ZeroRisk and the City are sometimes referred to in this Agreement as the
"Parties."
BACKGROUND
A. ZeroRisk and the City previously entered into the ZERORISK Hiring System
Enterprise License Agreement(the "Agreement");
B. A dispute arose between the Parties as to amounts owed under the Agreement;
C. The Parties now desire,subject to the terms and conditions set forth below,to settle,
compromise,and resolve any disputes related to the Agreement,as well as any claims of any nature
whatsoever which either Party may have against the other.
In consideration of the matters set forth in the Recitals above, and the mutual promises
contained herein, the Parties agree as follows:
TERMS AND CONDITIONS
1. Recitals. The matters set forth in the recitals above are true and accurate in all
material respects and are adopted and incorporated herein.
2. Settlement Amount. The City agrees to pay ZeroRisk the amount of Four Thousand
Seven Hundred Fifty Dollars and Zero Cents($4,750.00),hereinafter the"Settlement Payment"in
full and final satisfaction of any claims related to the Agreement. The Settlement Payment shall
be paid in full on or before January 31,2023.Payment shall be made via ACH,credit card payment,
or wire transfer, with payment instructions to be provided with an execution copy of this
Agreement.
3. Termination of Agreement. The Parties agree that the Agreement is hereby
terminated and that, other than the Settlement Payment, no further amounts are due under the
Agreement. The Parties agree that no further performance is due by ZeroRisk under the Agreement
and that any Licenses granted under the Agreement are hereby terminated.
3. Default Under Settlement Agreement. In the event that the City fails to timely make
the Settlement Payment as set forth in Paragraph 2, ZeroRisk shall provide notice of such default
via email to the City and its counsel. If the City fails to cure said default within ten (10)business
days, ZeroRisk shall be entitled to enforce this Agreement and seek the amount due under this
Agreement minus any payments made through the date of default. The City's only defenses to
such claim shall be that payment has been made.
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4. Attorneys' Fees/Costs. In the event that any litigation arises out of this Agreement,
the prevailing Party shall be entitled to recover its reasonable costs and attorneys' fees at both the
trial and appellate level.
5. Full Understanding; Voluntary Execution. Each Party represents and warrants that
it has carefully reviewed this Agreement, fully understands its provisions,has had the opportunity
to consult with its legal counsel, and has executed it freely,voluntarily, and without duress.
6. Entire Agreement. It is understood and agreed that this Agreement contains the
entire understanding between the Parties related to the dispute and the Agreement and supersedes
any and all prior agreements relating to the same subject matter, whether written or verbal. The
terms shall not be modified except by the means of a written instrument signed by each Party.
7. Mutual Release. The Parties, and any of their agents, members, employees,
representatives, contractors, assignees, heirs, beneficiaries, successors, parent companies,
affiliates, and related parties hereby release, settle, and forever discharge any and all claims,
demands, actions, agreements, damages, liabilities, obligations, or other claims of any nature and
character whatsoever, at law and in equity, known or unknown, direct or derivative, whether
arising by claim, counterclaim, or crossclaim that they may now or hereafter assert against each
other, or any of their agents, employees, representatives, contractors, heirs, assigns, beneficiaries,
parent companies, affiliates, related parties, and successors. Notwithstanding this provision, the
Parties, and any related Parties, do not release each other from any claims arising from a breach of
the terms of this Agreement or from any claims arising after the date of this Agreement. Each
Party irrevocably waives, releases, and discharges the other Party from any and all past, present,
and future actions, liabilities, and all other claims arising from any event or transaction occurring
prior to the Effective Date.
8. Non-Disparagement. Each Party agrees never to disparage, denigrate, or comment
negatively upon any other Party, either orally, or in writing, or electronically, or by the use of
social media, or in any other manner whatsoever, or by any other means or medium whatsoever.
9. Non-Admission. Nothing in this Agreement shall be construed as an admission by
any Party that any Party engaged in any wrongful conduct whatsoever.
10. Governing Law/Jurisdiction. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.Jurisdiction and venue for any litigation to enforce
this Agreement shall be solely and exclusively in the state court located in Palm Beach County,
Florida, USA.
11. Headings. The captions, headings and titles in this Agreement are solely for
convenience and shall in no way define, describe, extend, or limit the scope or intent of this
Agreement or the intent of any provision hereof.
12. Binding Authority. This Agreement shall be binding on and shall inure to the
benefit of the Parties and their respective heirs, executors, administrators, agents, representatives,
successors, and assignees.
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13. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. A facsimile, copy or e-mail of a signature shall be binding, and shall be deemed to
constitute an original aha
ct-
On January (9;3 ,2O the undersigned Parties have executed this Settlement Agreement
and Mutual Release.
ZERORISK HR, LLC
By:
Title: President& CEO
Print Name: Mike Poskey
THE CITY OF BOYNTON BEACH
By:
Title: Mayor ,
Print Name• 'y Penserga
Attest:
B 1 .•_ t'
City Clerk gOYNpN��\
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Approved as to Form: ;INCORPORATED;
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By: /f`( . CORID
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Office of the City Attorney
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