CONFIDENTIAL FLSA SETTLEMENT AGREEMENT THIS ...

CONFIDENTIAL FLSA SETTLEMENT AGREEMENT
THIS CONFIDENTIAL FLSA SETTLEMENT AGREEMENT (hereinafter “FLSA Settlement
Agreement”) is entered into, between Clay County Board of County Commissioners, its
directors, officers, commissioners, and employees in their individual and official capacities
(collectively referred to as “the County”), and Edgardo Silva (“Silva”).
WHEREAS, Silva filed a lawsuit in the United States District Court, Middle District of Florida,
Jacksonville Division, styled Edgardo Silva v. Clay County Board of County Commissioners,
Case No. 3:13-CV-3-J-99TJC-TEM (“the Lawsuit”) pending in the United States District Court,
Middle District of Florida, Jacksonville Division, which was brought solely under the Fair Labor
Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq. seeking compensation and liquidated
damages as an alleged non-exempt employee.
WHEREAS, the County disputes Silva’s claims in the Lawsuit and asserts that he was an exempt
employee, and even if not exempt, Silva is not entitled to the compensation or liquidated
damages in the amounts claimed.
WHEREAS, the County and Silva have agreed to settle all claims filed by Silva in the Lawsuit.
Accordingly, the parties agree to the following as good and valuable consideration:
I. Definitions
For purposes of this Agreement, the following Definitions will apply:
A. Effective Date. The “Effective Date” of this Agreement is the date on which the
Court approves of this FLSA Settlement Agreement which will result in the dismissal with
prejudice of the Lawsuit.
B. Released Parties. The “Released Parties” include all of the following: Clay
County Board of County Commissioners, its current and former directors, commissioners,
officers, employees, representatives and agents both in their official capacity and personally, and
successors and assigns.
C. Releasing Parties. The “Releasing Parties” are Silva, his heirs, executors,
administrators, representatives, agents, and assigns.
II.
Obligations of the County
A. FLSA Settlement Payment. The County agrees to pay Silva five thousand dollars
($5,000). Of this amount, two thousand five hundred dollars ($2,500.00) will be paid as a
compromise of Silva’s claims for wages and will be minus all legally required payroll
deductions. The remaining two thousand five hundred dollars ($2,500.00) will be paid as a
compromise of Silva’s non-wage claims for alleged liquidated damages, and for this payment,
the County will only issue an IRS form 1099. These payments will be delivered to Silva’s
(Please initial)
Silva
County Representative
2201478.1
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attorney, David Sacks, within thirty (30) calendar days from the date the Court approves this
FLSA Settlement Agreement. The County also agrees to pay to Silva’s attorney, David B.
Sacks, the total amount of three thousand five hundred dollars ($3,500.00). Together, the total
payments to Silva and his attorney under this Agreement total $8,500.00 minus legally required
payroll deductions, and will be paid in full settlement of the Lawsuit.
B. Settlement in Full. Silva acknowledges that this is valid consideration for his
agreement to the provisions herein. Silva further acknowledges that he is accepting this amount
as full payment for all hours he worked for the County and in full payment for any additional
damages or remedies for which he may collect (including attorneys’ fees and costs) if he
prevailed in an action under the Fair Labor Standards Act of 1938, as amended, and no additional
amounts for unpaid wages, or any other remedies recoverable under the Fair Labor Standards
Act of 1938 are owed by the Released Parties to Silva. Silva agrees he is solely responsible for
all employee owed tax payments which may exceed the amount withheld by the County, and
agrees to indemnify the County for any liability therefore, and for any interest and penalties that
become due for the County’s agreement not to withhold any additional taxes from these amounts
or for any other reason.
III.
herein:
Obligations of Silva. In consideration of the County’s agreement to the terms
A. Along with the parties’ Motion for Approval of FLSA Settlement Agreement,
Silva will immediately execute a Joint Stipulation for Dismissal With Prejudice of the Lawsuit to
be filed with the Court.
B. Except as required by a court of competent jurisdiction under subpoena, Silva
shall refrain from expressing to any person or organization (including but not limited to, present
and former: commissioners, board members, employees, suppliers, or vendors of the County,
other members of the public or any other individual or entity), any statements or opinions
concerning whether or not the County violated the Fair Labor Standards Act with respect to him,
whether the County was legally required to pay Silva overtime, whether Silva was exempt from
the Fair Labor Standards Act or that the County has in any way violated any law.
III.
Miscellaneous Provisions
A. Non-Admission of Liability. Neither this FLSA Settlement Agreement, nor
anything contained herein, is to be construed as an admission by the County that Silva is not
exempt from the minimum wage and overtime provisions of the Fair Labor Standards Act of
1938, as amended, or an admission that the County has engaged in any wrongdoing or unlawful
conduct whatsoever. The County denies that it has engaged in any wrongdoing or unlawful
conduct whatsoever.
B. Entire Agreement; Modification. The parties agree that this FLSA Settlement
Agreement constitutes the entire agreement between the parties regarding Silva’s FLSA claims
and overrides and replaces all prior negotiations and terms proposed or discussed, whether in
writing or orally, about the subject matter hereof. No modification of this FLSA Settlement
(Please initial)
Silva
County Representative
2201478.1
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Agreement will be valid unless it is in writing identified as an Amendment to the FLSA
Settlement Agreement and is signed by Silva and the Clay County Board of County
Commissioners.
C. Governing Law and Venue. This FLSA Settlement Agreement is governed by
and shall be construed in accordance with the laws of the State of Florida (or United States
federal law, to the extent applicable), including any applicable statutes of limitation, without
regard to any otherwise applicable principles of conflicts of law or choice of law rules (whether
of the State of Florida or any other jurisdiction) that would result in the application of the
substantive or procedural rules or law of any other jurisdiction.
D. Attorney’s Fees. If either party engages the services of an attorney in the
enforcement of the terms herein, the non-prevailing party shall pay the reasonable attorney’s fees
and costs of the prevailing party.
E. Severability. Each provision of this FLSA Settlement Agreement is intended to
be severable. If any court of competent jurisdiction determines that any provision of this FLSA
Settlement Agreement is invalid, illegal or unenforceable in any respect, the rest of the FLSA
Settlement Agreement will remain in force.
F. Counterparts. This FLSA Settlement Agreement may be executed in multiple
counterparts (including via facsimile or other electronic mail), which shall be deemed an original
but all of which together shall constitute one and the same instrument.
G. Binding Effect. Upon execution by both parties, this FLSA Settlement Agreement
is binding upon and shall inure to the benefit of the parties, their successors, assigns, heirs,
executors, legal representatives and administrators.
H. Agreement Not to be Used as Evidence This FLSA Settlement Agreement shall
not be admissible as evidence in any proceeding except where one of the parties to this FLSA
Settlement Agreement seeks court approval of this FLSA Settlement Agreement, seeks to
enforce this FLSA Settlement Agreement or alleges this FLSA Settlement Agreement has been
breached, or where one of the parties is ordered to produce this FLSA Settlement Agreement by
a court or administrative agency of competent jurisdiction. Silva further agrees that, in the event
a court or administrative agency orders this FLSA Settlement Agreement to be produced, he will
provide immediate written notice to the Clay County County Attorney's Office, P. O. Box 1366,
Green Cove Springs, Florida 32043, at the County’s office prior to producing the FLSA
Settlement Agreement.
(Please initial)
Silva
County Representative
2201478.1
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SILVA ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS FLSA
SETTLEMENT AGREEMENT, AND KNOWS AND UNDERSTANDS ITS CONTENTS,
AND VOLUNTARILY SIGNS IT OF HIS OWN FREE WILL.
IN WITNESS WHEREOF, the parties sign this FLSA Settlement Agreement on the dates
indicated below with the intent to be bound by its terms and conditions.
EDGARDO SILVA
CLAY COUNTY BOARD OF COUNTY
COMMISSIONERS
_____________________________
Date: ________________________
By: ________________________________
T. Chereese Stewart, Chairman
Date: ________________________________
ATTEST
____________________________________
S.C. KOPELOUSOS, County Manager and
Clerk to the Board of County Commissioners
Date: ________________________
(Please initial)
Silva
County Representative
2201478.1
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