EXHIBIT A

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SETTLEMENT AGREEMENT AND GENERAL RELEASE 

This Settlement Agreement and General Release (“Agreement”) is entered as of this May 

____, 2021 by and between FOOD BAZAAR INTERNATIONAL, INC., (“Food Bazaar”), and 

JUAN F. ESPINAL (Father) (“Espinal”), JUAN F. ESPINAL (Son) (as identified and defined 

below as “Espinal Jr.”), in the first party, and EDGAR RONALDO ALVAREZ-GUTIERREZ 

(“Alvarez-Gutierrez”), in the second party. Food Bazaar and Espinal shall be collectively referred 

to herein as “Defendants.” Defendants, Espinal Jr., and Alvarez-Gutierrez shall be collectively 

referred to as the “Parties” and individually each as a “Party.” 

RECITALS 

WHEREAS, on May 12, 2020, Alvarez-Gutierrez filed a lawsuit against Defendants in the 

United States District Court for the Southern District of Florida (Case No. 0:20-cv-60945) 

asserting (i) a claim for violation of the Fair Labor Standards Act against Food Bazaar; (ii) a claim 

for violation of the Fair Labor Standards Act against Espinal ((i) and (ii) collectively shall be 

referred to as the “FLSA Claims”), and (iii) a Florida state law claim for retaliation and coercion 

in violation of § 440.205, Fla. Stat. ((iii) shall be referred to as the “State Law Claim” and (i), (ii), 

and (iii) collectively shall be referred to as the “Lawsuit”); and 

WHEREAS, the Parties now desire to compromise, fully and finally settle, and fully 

release, in a formal manner, any and all actual or potential claims, known and unknown, that 

Alvarez-Gutierrez may have against Defendants and Espinal Jr., including the FLSA Claims as 

well as any and all claims raised in the State Law Claim and/or arising out of Alvarez-Gutierrez’ 

employment with Food Bazaar. 

NOW, THEREFORE, in consideration of the promises and the performance of the 

covenants and agreements hereinafter contained, and for other good and valuable consideration, 

the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement hereby 

represent, warrant, consent, and agree as follows: 

1. ADOPTION OF RECITALS. The Parties hereto adopt the above recitals as being true 

and correct, and they are incorporated herein as material parts of this Agreement. 

2. SETTLEMENT BENEFITS. Provided that Alvarez-Gutierrez complies with the 

material terms of this Agreement, Defendants will provide the following Settlement Benefits, 

including a total Settlement Pay of $71,000 (allocated and paid as described herein) (“Settlement 

Pay”), and other remunerations of settlement (collectively “Settlement Benefits”). AlvarezGutierrez acknowledges that Alvarez-Gutierrez is not otherwise entitled to receive this Settlement 

Pay from Defendants, which constitutes valid consideration in exchange for Alvarez-Gutierrez’ 

release of all claims and the other obligations set forth in this Agreement. Alvarez-Gutierrez 

acknowledges that the Settlement Pay is in full settlement of any and all claims, including, without 

limitation, the FLSA Claims as well as all claims raised in the State Law Claim and/or that could 

have been asserted in the Lawsuit. 

A. Tax Obligations. Any tax obligation arising from the payments made to 

Alvarez-Gutierrez and/or to MKRS Law, PL under this Agreement will be the sole responsibility 

of Alvarez-Gutierrez and/or MKRS Law, PL (as it relates to payment to Alvarez-Gutierrez/it). 

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B. Direct Payment to Alvarez-Gutierrez (FLSA Claims). Food Bazaar shall 

pay Alvarez-Gutierrez a total of $17,500 less applicable withholdings and deductions as required 

by law. The $17,500 FLSA Claims payment represents $8,750 in back pay and $8,750 in liquidated 

damages. Alvarez-Gutierrez acknowledges that no consideration, other than as set forth in this 

Agreement, has been or will be furnished as to the FLSA Claims, and Alvarez-Gutierrez has been 

paid in full for any and all wages, compensation or benefits owed to Alvarez-Gutierrez by 

Defendants and that no additional compensation whatsoever is owed to Alvarez-Gutierrez. The 

direct payment to Alvarez-Gutierrez pursuant to this Section 2(B) shall be made through two 

separate payments (one representing back-pay less applicable withholdings and deductions and the 

other representing liquidated damages) within thirty (30) calendar days following the Effective 

Date. 

C. Attorneys’ Fees and Costs (FLSA Claims). Food Bazaar shall pay (i) 

$4,554.15 as attorney’s costs to MKRS LAW, P.L., (ii) $115.77 as attorney’s costs to Mitchell 

Barrenechea P.A., AND (iii) $12,830.08 as attorney’s fees MKRS LAW, P.L. for all of AlvarezGutierrez’ attorney’s fees incurred by Alvarez-Gutierrez’ attorneys, including Sergio R. Casiano, 

Jr., Esq. and C. Mitchell Barrenechea, Esq., or otherwise on behalf of Alvarez-Gutierrez in the 

representation of Alvarez-Gutierrez in connection with the Lawsuit, or in negotiation of this 

Agreement. This payment will be made within thirty (30) calendar days following the later of: (a) 

the Effective Date of this Agreement or (b) receipt by April Boyer, Esq. of the required IRS Form 

W-9 from Alvarez-Gutierrez’ attorneys. Except as otherwise set forth herein, each Party will bear 

his/its own costs and fees (including all attorneys’ fees, costs, and expenses) incurred in any way 

with respect to the negotiation and execution of this Agreement and the Lawsuit. This Agreement 

shall not be interpreted so as to render any Party as a prevailing party for purposes of any statute 

or otherwise. 

D. Additional Consideration (State Law Claims) Food Bazaar shall pay 

$35,500 to MKRS Law, PL, Trust Account, subject to the terms and conditions outlined herein. 

The payment will be made in substantially equal monthly installments through wire transfer to 

MKRS Law, PL, Trust Account during a twenty four (24) month period following completion of 

the payments outlined in Sections 2(B) and 2(C) and consistent with the payment acceleration 

option outlined in Section 2(H). The $35,500 Additional Consideration (State Law Claims) 

payment shall be allocated as (i) $23,430 to Alvarez-Gutierrez for any and all damages alleged in 

the State Law Claim and as consideration for the other Settlement Benefits described herein 

including the non-disparagement clause and the general release, and (ii) $12,070 as attorney’s fees 

and costs for all of Alvarez-Gutierrez’ attorney’s fees and costs incurred by Alvarez-Gutierrez’ 

attorneys, including Sergio R. Casiano, Jr., Esq. and C. Mitchell Barrenechea, Esq., or otherwise 

on behalf of Alvarez-Gutierrez in the representation of Alvarez-Gutierrez in connection with the 

State Law Claim, or in negotiation of this Agreement. For the avoidance of doubt, the first payment 

under this Section 2(D) shall be made on the 15th day of the month that occurs subsequent to the 

later of: (i) the month on which payment is made pursuant to Sections 2(B) and 2(C) or (ii) the 

month on which MKRS Law, PL provides to April Boyer, Esq. the required IRS Form W-9. In the 

event that Defendants default on a monthly payment, Alvarez-Gutierrez shall file an affidavit with 

the Court and obtain a final judgment for the full Settlement Pay, plus interest and court costs, less 

any payments made. For the avoidance of doubt, acceptance of a late payment does not constitute 

a waiver of Plaintiff’s right to declare a default. 

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E. Court Approval and Stipulation for Dismissal of Lawsuit. As a 

condition precedent to receiving the Settlement Pay (described above in Paragraph 2), the Parties 

shall submit to the Court a joint motion (i) for approval of settlement of the FLSA Claims, (ii) for 

adoption and ratification of the settlement of the State Law Claim, (iii) directing the Parties to 

comply with this Agreement, and (iv) requesting that the Court retain jurisdiction to enforce the 

terms and conditions of this Agreement. This Agreement shall not be effective until the conditions 

outlined in this Section 2(E)(i)-(iii) have been satisfied. 

F. Mutual Non-Disparagement. 

(i) Except as required by law, Alvarez-Gutierrez shall not engage in 

any conduct or make any statement that is in any way critical of, or disparaging to, or otherwise 

derogatory about Defendants and Juan F. Espinal (son by the same name of named Defendant 

Espinal and referred to in this Agreement as “Espinal Jr.”). If contacted about the Lawsuit or the 

resulting settlement, Alvarez-Gutierrez shall state that the Lawsuit was amicably resolved or words 

to that effect. Alvarez-Gutierrez understands that Alvarez-Gutierrez’ commitment not to defame, 

disparage, or impugn Defendants’ reputation or the reputation of Espinal Jr. constitutes a willing 

and voluntary waiver of Alvarez-Gutierrez’ rights under the First Amendment of the U.S. 

Constitution and other laws. However, these non-disparagement obligations do not limit AlvarezGutierrez’ ability to truthfully communicate with any governmental agency, whether such 

communication is initiated by Alvarez-Gutierrez or in response to the government. 

(ii) Espinal and Espinal Jr. shall not engage in any conduct or make any 

statement that is in any way critical of, or disparaging to, or otherwise derogatory about AlvarezGutierrez. If contacted about the Lawsuit or the resulting settlement, Espinal and Espinal Jr. shall 

state that the Lawsuit was amicably resolved or words to that effect. Espinal and Espinal Jr. 

understand that their commitment not to defame, disparage, or impugn Alvarez-Gutierrez’ 

reputation constitutes a willing and voluntary waiver of their rights under the First Amendment of 

the U.S. Constitution and other laws. However, these non-disparagement obligations do not limit 

the ability of Espinal or Espinal Jr. to truthfully communicate in connection with any legal action 

(including lawsuits and arbitrations) or with any governmental agency, whether such 

communication or legal action is initiated by Espinal or Espinal Jr. or in response to the 

government. 

G. Stipulation of Dismissal. Within five (5) business days of the Effective 

Date of this Agreement, Alvarez-Gutierrez shall file, on behalf of all Parties, a joint stipulation 

dismissing the Lawsuit with all Parties bearing their own fees and costs. Alvarez-Gutierrez shall 

request that the court retain jurisdiction to enforce the terms of this Agreement. In the event that 

the court declines to retain jurisdiction, in any action brought by any Party to enforce the terms of 

this Agreement, the prevailing party will be entitled to collect reasonable attorneys’ fees and other 

reasonable costs from the non-prevailing party. 

H. Continued Employment/Rehire. Alvarez-Gutierrez shall remain 

employed by Food Bazaar in his current position and hourly/overtime rate of pay for the twentyfour (24) month payment period outlined Section 2(D) above provided, however, that in the event 

that Defendants are able to accelerate the payment outlined in Section 2(D), Defendants shall have 

no obligation to employ Alvarez-Gutierrez once the payment outlined in Section 2(D) has been 

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completed. However, in the event of a payment acceleration, Food Bazaar shall nonetheless 

provide Alvarez-Gutierrez with thirty-day notice prior to his resignation. For the avoidance of 

doubt, Alvarez-Gutierrez shall remain employed at Food Bazaar solely for the amount of time 

required to complete the payment outlined in Section 2(D), provided that Alvarez-Gutierrez will 

be given thirty-day notice prior to his resignation. Notwithstanding the requirements of this Section 

2(H), Alvarez-Gutierrez shall effectuate his job duties to the best of his ability and in the best 

interest of Food Bazaar, including without limitation, (i) reporting to work on-time on days 

scheduled absent prior authorization by Espinal Jr., (ii) following processes and procedures related 

to clocking in and out when working; (iii) adhering to workplace policies, procedures and 

instructions, including instructions provided by Alvarez-Gutierrez’ supervisors, including but not 

limited to, Alberto Pineda, Espinal, and Espinal Jr. Alvarez-Gutierrez also shall complete required 

documentation in Food Bazaar’s New Hire packet. Subsequent to completion of the Settlement 

Pay, Alvarez-Gutierrez agrees that Alvarez-Gutierrez will immediately and voluntarily resign from 

Food Bazaar and shall not seek rehire or employment from Defendants and that Defendants shall 

have no obligation to consider Alvarez-Gutierrez for re-employment in the future. 

I. Covenant Not to Sue. Alvarez-Gutierrez will not commence any lawsuit, 

arbitrations, or other proceedings or actions against Defendants regarding any claims released in 

Section 3 or otherwise related to his working relationship with Defendants. Alvarez-Gutierrez also 

represents and warrants that Alvarez-Gutierrez has not commenced any other complaints, charges 

of discrimination, causes of action, or lawsuits against Defendants. Alvarez-Gutierrez also will 

never, individually or with any person or in any way, commence, participate in, aid in any way, 

prosecute, or cause or permit to be commenced or prosecuted against Defendants any action or 

other proceeding based upon any claim, demand, cause of action, obligation, damage, or liability 

that is released in this Agreement. NOTHING IN THIS AGREEMENT SHALL BE 

CONSTRUED TO PROHIBIT ALVAREZ-GUTIERREZ FROM CONTACTING, FILING 

A CHARGE, OR PARTICIPATING IN ANY PROCEEDING OR INVESTIGATION BY 

THE U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION (“EEOC”), 

SECURITIES AND EXCHANGE COMMISSION (“SEC”), DEPARTMENT OF LABOR 

(“DOL”), NATIONAL LABOR RELATIONS BOARD (“NLRB”), OCCUPATIONAL 

SAFETY AND HEALTH ADMINISTRATION, OR ANY COMPARABLE STATE OR 

LOCAL ENTITY. Notwithstanding the foregoing, Alvarez-Gutierrez waives any right to recover 

monetary damages in any charge. This Section 2(I) does not preclude Alvarez-Gutierrez from 

filing a claim to enforce this Agreement. 

J. Debt Forgiveness. Espinal shall forgive the Two Thousand Four Hundred 

United States Dollars ($2,400) owed to Espinal by Alvarez-Gutierrez. 

K. Medical Bills and Related Expenses. Alvarez-Gutierrez acknowledges 

and agrees that the Settlement Pay portion described above in Subsections 2(C) and 2(D) exceeds 

any medical expenses, invoices, pain and suffering, inconvenience, lost wages, and other injuries 

and damages arising out the purported workplace injury asserted in the Lawsuit, and therefore, 

Alvarez-Gutierrez is solely is responsible for any unpaid medical expenses and invoices related to 

the alleged workplace injury as well as for any inconvenience, lost wages, pain and suffering and 

other damages arising out the purported workplace injury asserted in the Lawsuit. 

3. GENERAL RELEASE. 

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A. Definitions. For purposes of this Section 3, the “Released Parties” means 

one, all, or a combination of the following: Espinal, Espinal Jr., Food Bazaar and all related 

companies, including, but not limited to, predecessors, successors, direct and indirect parent 

companies, direct and indirect subsidiary companies, companies under common control with any 

of the foregoing, insurers, affiliates, and assigns, and their past, present, and future officers, 

directors, shareholders, interest holders, members, partners, attorneys, agents, employees, 

managers, representatives, assigns, and successors in interest. For purposes of this Section 3, 

“Alvarez-Gutierrez” means one, all, or a combination of the following: Plaintiff Edgar Ronaldo 

Alvarez-Gutierrez in the Lawsuit and all persons claiming by and through him, including, without 

limitation, heirs, executors, successors, administrators, assigns, agents, and attorneys. 

B. General Release. Alvarez-Gutierrez unconditionally and irrevocably 

releases the Released Parties from all known and unknown charges, complaints, claims, 

grievances, lawsuits, liabilities, obligations, promises, contracts, agreements (excluding this 

Agreement), controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, 

debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, 

expenses (including attorneys’ fees and costs actually incurred), and direct, indirect, punitive, 

consequential, incidental, and all other types of damages, of any nature whatsoever, known or 

unknown, and regardless of whether arising under international, federal, state, or local law, rule, 

or regulation (hereafter, “Claims”), which Alvarez-Gutierrez has, may have had, or may in the 

future have, against the Released Parties, whether or not apparent or yet to be discovered, or which 

may hereafter develop, arising from, relating to, or in connection with any matter occurring prior 

to the execution of this Agreement, including, without limitation, all Claims on account of, relating 

to, or in connection with: (a) the FLSA Claims, (b) the State Law Claim, or (b) Alvarez-Gutierrez’ 

employment with Food Bazaar. Alvarez-Gutierrez understands that this means that AlvarezGutierrez is releasing the Released Parties and may not bring claims against them under, inter alia, 

(1) the Employee Retirement Income Security Act; (2) Title VII of the Civil Rights Act of 1964, 

as amended; (3) Sections 1981 and 1983 of the Civil Rights Act of 1866; (4) Sections 1981 through 

1988 of Title 42 of the U.S. Code, as amended; (5) the Equal Pay Act, as amended; (6) the Age 

Discrimination in Employment Act; (7) the Older Workers Benefit Protection Act; (8) the Worker 

Adjustment Retraining and Notification Act; (9) the Immigration Reform and Control Act, as 

amended; (10) the Americans with Disabilities Act, as amended, and Sections 503 and 504 of the 

Rehabilitation Act of 1973; (11) the Family and Medical Leave Act; (12) the Consolidated 

Omnibus Reconciliation Act, as amended; (13) the Occupational Safety and Health Act; (14) the 

Fair Credit Reporting Act; (15) the Age Discrimination in Employment Act; (16) the Florida Civil 

Rights Act; (17) any foreign, federal, state, and/or local whistleblower statute, regulation, 

ordinance, or law, including the Florida Whistleblower Act of 1986 and 1991; (18) the Florida 

Workers’ Compensation Law (retaliation claims); (19) any foreign, federal, state, and/or local law, 

statute, regulation, or ordinance prohibiting discrimination, retaliation, and/or harassment or 

governing wage or commission payment claims; (20) all amendments to such laws; and (21) any 

other law prohibiting discrimination, harassment, and/or retaliation based on the exercise of 

Alvarez-Gutierrez’ rights under any law providing whistleblower protection, providing workers’ 

compensation benefits, providing or protecting employee benefits and pension plans, regarding 

payment of wages or other compensation, protecting union activity, mandating leaves of absence, 

prohibiting discrimination based on veteran status or military service, restricting an employer’s 

right to terminate employees, or otherwise regulating employment, enforcing express or implied 

employment contracts, concerning government contracts and compliance with same, requiring an 

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employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful 

discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, 

defamation, and similar or related claims, or relating to salary, commission, compensation, 

benefits, and other matters. 

Notwithstanding the foregoing, Alvarez-Gutierrez does not release any claims (1) for any breach 

of this Agreement; (2) any claims that cannot be waived by law, such as claims for unemployment 

benefit rights and workers’ compensation; (3) indemnification rights Alvarez-Gutierrez may have 

against Defendants; (4) any right to file an unfair labor practice charge under the National Labor 

Relations Act; and (5) any rights to vested benefits, such as pension or retirement benefits, the 

rights to which are governed by the terms of the applicable plan documents and award agreements. 

Alvarez-Gutierrez acknowledges that Alvarez-Gutierrez is not owed or entitled to any 

compensation, benefits, or consideration of any kind or nature whatsoever from Defendants except 

as expressly provided in this Agreement, and to the extent that any such additional amount owed 

is otherwise determined to exist, the payments described herein are in lieu of and encompass such 

amounts. 

NOTHING IN THIS RELEASE SHALL BE CONSTRUED TO PROHIBIT ALVAREZGUTIERREZ FROM CONTACTING, FILING A CHARGE, OR PARTICIPATING IN 

ANY PROCEEDING OR INVESTIGATION BY THE EEOC, DOL, NLRB, OR OTHER 

FEDERAL, STATE, OR LOCAL AGENCY OR ENTITY. NOTWITHSTANDING THE 

FOREGOING, ALVAREZ-GUTIERREZ WAIVES ANY RIGHT TO RECOVER ANY 

MONETARY AWARD RELATED TO ANY CHARGE, COMPLAINT, OR LAWSUIT 

FILED BY ALVAREZ-GUTIERREZ OR ON ALVAREZ-GUTIERREZ’ BEHALF OR 

ANY QUI TAM OR GOVERNMENT ACTION AGAINST FOOD BAZAAR OR ITS 

OFFICERS, DIRECTORS, OR AGENTS RESULTING FROM OR RELATED TO 

ACTIONS TAKEN BY ALVAREZ-GUTIERREZ. 

4. PERMITTED DISCLOSURES. Nothing in this Agreement prohibits or restricts 

Alvarez-Gutierrez (or Alvarez-Gutierrez’ attorney) from filing a charge or complaint with the SEC 

or Financial Industry Regulatory Authority, or any other securities regulatory agency or selfregulatory authority. Alvarez-Gutierrez further understand that this Agreement does not limit 

Alvarez-Gutierrez’ ability to communicate with any securities regulatory agency or authority or 

otherwise participate in any investigation or proceeding that may be conducted by any securities 

regulatory agency or authority without notice to Defendants. This Agreement does not limit 

Alvarez-Gutierrez’ right to receive an award for information provided to the SEC staff or any other 

securities regulatory agency or authority. Nothing in this Agreement shall be construed to prevent 

disclosure of confidential information as may be required by applicable law or regulation or 

pursuant to the valid order of a court of competent jurisdiction or an authorized government 

agency, provided that the disclosure does not exceed the extent of disclosure required by such law, 

regulation, or order. 

5. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION. 

A. In order to induce Defendants to enter into this Agreement, AlvarezGutierrez hereby represents and warrants that: 

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(i) Alvarez-Gutierrez has not filed with any governmental agency or 

court any type of action, proceeding, or report against Defendants or Espinal Jr., and knows of no 

type of action, proceeding, or report against Defendants or Espinal Jr. that is pending or 

contemplated; and 

(ii) Alvarez-Gutierrez has not committed any act or omission for which 

Defendants or Espinal Jr. could be held responsible or liable to any entity or person. 

B. In the event any of the foregoing representations or warranties are not 

accurate or correct, Alvarez-Gutierrez shall indemnify and hold harmless Defendants and Espinal 

Jr. for any and all liabilities, claims, damages, and losses, including, without limitation, all 

attorneys’ fees and costs, incurred as a result of, or in connection with, any action, proceeding, 

report, act, or omission that was warranted not to exist. 

6. CONSIDERATION. The Parties hereto each acknowledge that the Settlement 

Benefits, including the Settlement Pay (Section 2 above), General Release (Section 3 above), and 

mutual covenants and promises that are set forth in this Agreement are being exchanged for each 

Party’s execution of this Agreement, and that, but for the agreements made hereunder, they have 

no entitlement to the consideration exchanged pursuant to this Agreement. 

7. WAIVER FOR FEES/COSTS. The Parties waive all claims to attorneys’ fees and costs 

and otherwise agree to bear their own fees and costs. 

8. NON-ADMISSION. Nothing in this Agreement, including the above Settlement 

Benefits, is to be construed as an admission of wrongdoing or of any liability by any Party. Each 

Party acknowledges that this Agreement represents a settlement and compromise reached between 

the Parties. The execution of this Agreement shall not be deemed, construed, or interpreted, in any 

way, to be an admission by any Party regarding liability, damages, or the validity of any claim or 

defense that any Party has asserted or may assert. If this Agreement is not fully and finally 

consummated by its valid and binding Effective Date, then no statements contained herein shall 

be used for any purpose whatsoever against any Party.

9. COOPERATION. The Parties will execute and deliver any and all documents that 

may be necessary to effectuate the terms agreed to herein. 

10. EFFECTIVE DATE. This Agreement shall become effective on the date it has been 

approved by the District Court for the Southern District of Florida following the Parties Joint 

Motion to Approve the Settlement. 

11. PLAIN MEANING AND HEADERS. This Agreement shall be interpreted in 

accordance with the plain meaning of its terms and not for or against the drafter’s rights hereunder. 

Unless the context indicates otherwise, the singular or plural number shall be deemed to include 

the other. The headers describing the contents of the provisions are simply for identification 

purposes and shall not be construed as a substantive part of the provision. 

12. PREVAILING LANGUAGE. This Agreement shall be prepared and executed in the 

English language and if translated into a language other than English for any purpose whatsoever, 

the English version shall in all events prevail and be paramount in the event of any differences, 

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questions, or disputes concerning the meaning, form, validity, or interpretation of this Agreement. 

Alvarez Gutierrez expressly acknowledges and understands that if this Agreement has been 

translated to Alvarez-Gutierrez in any manner into a language other than English, the English 

version of this Agreement shall control consistent with Section 11 above. 

13. AGREEMENT IS THE PRODUCT OF NEGOTIATION. This Agreement is the product 

of negotiation between the Parties to this Agreement. In the event of a dispute concerning the 

interpretation of this Agreement or of any of its terms or provisions, the Agreement shall be 

deemed to have been drafted jointly by the Parties and shall not be more strictly construed against 

any Party. All Parties collectively shall be deemed to have drafted it, and it shall be construed 

without regard to rules of construction that might otherwise apply against a drafter. 

14. WAIVER. No waiver of a breach of any provision of this Agreement shall constitute 

a waiver of a breach of any other provision of this Agreement or of a prior or subsequent breach 

of the same provision. 

15. NO ASSIGNMENT. The Parties represent and warrant that no person other than the 

signatories hereto had or has any interest in the matters referred to in this Agreement, that the 

Parties have the sole right and exclusive authority to execute this Agreement, and that the Parties 

have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand, or 

legal right that is the subject of this Agreement.

16. SUCCESSORS. This Agreement shall be binding and inure to the benefit of the 

Parties’ respective representatives, heirs, executors, administrators, successors, and assigns. 

Alvarez-Gutierrez further represents and warrants that he is the sole and lawful owner of all rights, 

title, and interest in and to all released claims as herein contained and that he has not assigned or 

transferred any interest in or to any such claim to any other person or entity. 

17. OPPORTUNITY TO CONSULT WITH COUNSEL. The Parties hereby represent and 

acknowledge that they have been provided with the opportunity to discuss and review the terms of 

this Agreement with their respective attorneys before signing it and that they are freely and 

voluntarily signing this Agreement in exchange for the benefits provided herein. The Parties 

further represent and acknowledge that neither K&L Gates LLP, MKRS Law, PL, Mitchell 

Barrenchea, P.A. nor lawyers employed at any of those aforementioned law firms have provided 

the Parties with any legal advice affirming or endorsing the work authorization or continued 

employment of Alvarez-Gutierrez by Food Bazaar or Defendants. The Parties further represent 

and acknowledge that they have been provided a reasonable period of time within which to review 

the terms of this Agreement. If any fact with respect to which this Agreement is executed is found 

hereafter to be other than, or different from, the facts now believed by the Parties to be true, the 

Parties expressly accept and assume the risk of such possible differences in fact and this Agreement 

shall be and remain effective notwithstanding such difference in fact. 

18. MODIFICATION OR AMENDMENT. No amendment, change, or modification of this 

Agreement, nor waiver of any provision of this Agreement, shall be valid unless it is in writing, 

signed by each of the Parties or by his, her, or its respective successors and/or assigns. Neither 

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Party will claim at any time or place that this Agreement has been orally modified in any respect 

whatsoever. 

19. SEVERABILITY. If any provision or part of a provision of this Agreement (except 

any provision or part of a provision contained in Section 2 or 3 of this Agreement) shall be 

determined to be void or unenforceable by a court of law, administrative agency or tribunal of 

competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable by any 

Party, and all other valid provisions of the Agreement shall survive and continue to bind the Parties. 

If, however, any provision or part of a provision contained in Section 2 or 3 of this Agreement 

shall be determined to be void or unenforceable by a court of law, administrative agency, or 

tribunal of competent jurisdiction, the entire Agreement shall be unenforceable, as each Party 

recognizes and acknowledges that the duties, rights, and obligations set forth in Section 2 and 3 of 

this Agreement are essential to the Agreement. 

20. NOTICES. All notices and all other communications that are required to be given 

under this Agreement must be in writing and shall be deemed to have been duly given when: (i) 

personally delivered, (ii) mailed by U.S. registered or certified mail postage prepaid, (iii) sent via 

a nationally recognized overnight courier service, (iv) sent via facsimile to the recipient, or (v) sent 

via email to the recipient, in each case as follows: 

If to Defendants: Juan F. Espinal 

202 W Hillsboro Blvd, 

Deerfield Beach, FL 33441 

April Boyer, Esq. 

Rio Gonzalez, Esq. 

K&L Gates LLP 

200 South Biscayne Blvd. 

Suite 3900 

Miami, FL 33131 

april.boyer@kgates.com 

Edgar Ronaldo Alvarez-Gutierrez 

73 NE 7th Court 

Apartment 4 

Deerfield Beach, FL 33441 

Sergio R. Casiano, Jr., Esq. 

MKRS Law, PL 

201 Alhambra Circle, Suite 802 

Coral Gables, FL 33134 

sergio@mkrs.com

C. Mitchell Barrenechea, Esq. 

Mitchell Barrenchea, P.A. 

333 Las Olas Way, cU#327 

If to Alvarez-Gutierrez: 

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Fort Lauderdale, FL 33301 

mitchell@mb-attorney.com 

or such other address or addresses as either party hereto shall have designated by notice in writing 

to the other party. 

21. ENTIRE AGREEMENT. This Agreement represents the entire understanding and 

agreement by and among the Parties with respect to the subject matter hereof and fully supersede 

any and all prior agreements, understandings, both written and oral, between the Parties. The 

Parties acknowledge that no one has made any representations or promises to them and that they 

are not relying on any representations or promises not set forth herein in executing this Agreement. 

22. COUNTERPARTS. This Agreement may be executed by facsimile or email and in 

any number of counterparts, each of which shall be deemed an original, but all of which together 

shall constitute one and the same instrument. In any such case, the Party exchanging by facsimile 

or PDF shall promptly thereafter upon request provide a signed original counterpart hereof to the 

other parties; provided that the non-delivery of such a signed counterpart shall not affect the 

validity or enforceability hereof. 

23. CHOICE OF LAW. This Agreement shall be construed in accordance with and 

governed by the laws of the State of Florida, without giving effect to the conflict of laws principles 

of Florida law. The Parties expressly consent to the exclusive jurisdiction and venue of any state 

court of competent jurisdiction in Broward County, Florida, or the U.S. District Court for the 

Southern District of Florida. The Parties expressly waive any claims or defenses of forum non 

conveniens to jurisdiction and venue in any state court of competent jurisdiction in Broward 

County, Florida, or the U.S. District Court for the Southern District of Florida.

Case 0:20-cv-60945-WPD Document 39-1 Entered on FLSD Docket 05/17/2021 Page 11 of 12
11 

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND FULLY 

UNDERSTAND THE CONTENTS AND THE EFFECTS OF THIS AGREEMENT. 

EDGAR RONALDO ALVAREZ GUTIERREZ REPRESENTS AND WARRANTS THAT 

HE HAS HAD A REASONABLE OPPORTUNITY TO SEEK THE ADVICE OF AN 

ATTORNEY. THE PARTIES ACCEPT EACH AND EVERY TERM, SECTION, 

SUBSECTION, AND CONDITION OF THIS AGREEMENT, AND DO SO 

VOLUNTARILY AND WITH FULL KNOWLEDGE AND UNDERSTANDING OF ITS 

CONTENTS, NATURE, AND EFFECTS. 

WHEREFORE, the Parties enter into this Agreement and, by so signing, represent and 

warrant that they have the authority to sign on behalf of the person or entity for whom they are 

signing. 

 

Date: 

Date: 

Edgar Ronaldo Alvarez Gutierrez 

 

Date: 

Juan F. Espinal (Father) 

 

Date: 

Juan F. Espinal (Son) 

Food Bazaar International, Inc. 

By: _____________________________ 

Name: _____________________________ 

Title: _____________________________ 

Case 0:20-cv-60945-WPD Document 39-1 Entered on FLSD Docket 05/17/2021 Page 12 of 12