Backup Documents 04/23/2013 Item #16K 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTI 'G SLIP1 6K
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SEN I TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR I GNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forw rded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in he County Attorney Office no later
than Monday preceding the Board meeting.
**NEW**ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the docu ent is already complete with the
exception of the Chairman's signature,draw a line through routing lines#I through#2,complete the checklist,and forward •the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Mid.is Date
1.
2.
3. County Attorney Office County Attorney Office KLN 4/23/13
4. BCC Office Board of County Gk-1
Commissioners Z51 A\zs\L3
5. Minutes and Records Clerk of Court's Office
`err (t12.511-3
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Kevin L.Noell,Assistant County Attorney Phone Number 252-8400
Contact/ Department —Office of t County Attorney /
Agenda Date Item was 4/23/13 ' Agenda Item Number 16K2
Approved by the BCC
Type of Document Settlement Agreement and Mutual Release Number of Original 1
Attached return a copy to CAO Documents Attached
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? KLN
2. Does the document need to be sent to another agency for additional signatures? If yes, KLN
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be KLN
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's KLN
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the KLN
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's KLN
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip KLN
should be provided to the County Attorney Office at the ti a the item is input into SIRE.
Some documents are time sensitive and require forwardin to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be awa of your deadlines!
8. The document was approved by the BCC on 4/23/13 and all changes made during the KLN
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the SH
BCC,all changes directed by the BCC have been made,and the document is ready for th
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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MEMORANDUM
Date: April 26, 2013
To: Kevin Noell, Assistant County Attorney
County Attorney's Office
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Settlement Agreement & Mutual Release
White General Constructors, Inc.
Attached are one (1) scanned copy referenced above, (Agenda Item #16K2) approved by
the Board of County Commissioners on Tuesday, April 23, 2013.
The original has been kept by the Minutes and Record's Department as part of the
Board's Official Records.
If you have any questions, please contact me at 252-7240.
Thank you.
i
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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (hereinafter referred
to as the "Agreement") is entered into and made on this ' ay of eye; I , 2013
by and between WHITE GENERAL CONSTRUCTORS, INC., a Florida corporation,
(hereinafter referred to as "Plaintiff') and COLLIER COUNTY, a political subdivision of the
State of Florida (hereinafter referred to as the "County") (the foregoing parties to this
Agreement shall be collectively referred to as the"Parties");
WHEREAS, Plaintiff filed a lawsuit against the County in the Circuit Court for the
Twentieth Judicial Circuit in and for Collier County, Florida, styled White General Constructors,
Inc., a Florida corporation v. Collier County, a political subdivision of the State of Florida, Case
No. 12-2692-CA(hereinafter referred to as the "Lawsuit"); and
WHEREAS, the Parties' claims against one another in the Lawsuit arising from Naples
Station Museum Phase III Project, Bid No. 08-5114 ("Project"); and
WHEREAS, the Parties deny liability to one another for any and all claims and
counterclaims alleged in the Lawsuit and in connection with the Project; and
WHEREAS, the Parties to this Agreement wish to fully settle and resolve all existing and
potential disputes pertaining to the claims, counterclaims and allegations made in the Lawsuit or
with respect to the Project;
NOW, THEREFORE, in consideration of each and all of the mutual covenants, promises
and considerations set forth herein, the sufficiency of which is hereby acknowledged by the
Parties, the Parties do hereby agree as follows:
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1. Incorporation by reference. The Parties agree to adopt and incorporate the
foregoing recitals, sometimes referred to as "Whereas clauses," by reference into this Agreement
as though fully rewritten herein.
2. Non-admission of liability. It is understood and agreed that this Agreement is the
compromise of disputed claims, and that any payment made hereunder is not to be construed as
an admission of liability, fault or responsibility as to any claims or allegations on the part of any
party, which liability is and has been expressly denied.
3. Settlement Payment. In consideration of the releases set forth below, the County
agrees to make payment to Plaintiff in the sum of Forty-Thousand 00/100 Dollars and 00/100
($40,000.00), within ten (10) days after the approval of the agreement by the Board of County
Commissioners, or as soon as reasonably possible.
4. Settlement. The parties agree to the following provisions:
a. Plaintiff White Constructors, and Phil White individually, agree to not bid on or
perform any future work on any Collier County government projects or utilize an agent,
employee, representative, or any other person or entity to do the same.
b. The County agrees it terminated the subject project contract with Plaintiff for
convenience.
5. Indemnification. The Plaintiff shall indemnify and hold harmless the County, its
officers and employees from any and all liabilities, claims, damages, penalties, demands,
judgments, actions, proceedings, losses or costs, including, but not limited, to reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of Contract No.
08-5114, by Plaintiff or from personal injury,property damage, direct or consequential damages,
or economic loss, to the extent caused by the negligence, recklessness, or intentional wrongful
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misconduct of Plaintiff or anyone employed or utilized by the Plaintiff in the performance of
Contract No. 08-5114, including any contractual claims that may be brought by subcontractors,
vendors, and the surety bond company.
6. Releases.
a. County. County, on behalf of its Board of Commissioners, and its past, present
and future Commissioners, attorneys, agents, servants, contractors, subcontractors, suppliers,
representatives, insurers, successors in interest, and assigns of all of them, releases and forever
discharges Plaintiff, its predecessors, successors and/or assigns, affiliates, employees, former
employees, agents, attorneys, officers, directors, principals, shareholders, members, guarantors
and sureties from any and all claims of whatever nature or description whether arising from
contract, bond, indemnity, warranty, express or implied, in contract or tort, alleged in, relating to,
or arising from the Lawsuit or the Project, except as otherwise provided in Paragraph 7 below.
b. Plaintiff. Plaintiff, on behalf of itself, its predecessors, successors and/or assigns,
affiliates, employees, former employees, agents, attorneys, officers, directors, principals,
shareholders, members, and all who claim through them, hereby releases and forever discharges
the County, its Board of Commissioners, and its past, present and future Commissioners,
attorneys, agents, servants, contractors, subcontractors, suppliers, representatives, insurers,
successors in interest, and assigns of all of them, from any and all claims of whatever nature or
description, whether now known or arising in the future, and whether arising from contract,
indemnity, warranty, express or implied, in contract or tort, alleged in, relating to or arising from
the Lawsuit or the Project.
7. Claims Excluded From Release. -- ': _ .- -. . -• •- . -- .
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went. The Parties further acknowledge and agree that any claims and/or potential claims
arising from latent defects existing in the Project are expressly reserved and not waived.
8. Dismissal of Litigation With Prejudice. The Parties shall stipulate to the
dismissal of the Lawsuit dismissing with prejudice all claims and counterclaims in the Lawsuit.
The dismissals shall be filed by the Parties within thirty (30) business days of the execution of
this Agreement. The Parties further acknowledge that this Agreement is subject to the
continuing jurisdiction of the Court for purposes of enforcement of the provisions of this
Settlement Agreement and Mutual Release.
9. Voluntary Execution/Role of Legal Counsel. The Parties acknowledge that this
Agreement is freely and voluntarily executed after they have been apprised of all relevant
information concerning the Agreement and that they have had the opportunity to consult with
and receive the advice of counsel in entering into this Agreement. In executing this Agreement,
the Parties acknowledge that they do not rely on any inducements, promises, or representations
other than those contained herein. In this regard, the Parties acknowledge that this Agreement is
the product of mutual negotiation and no doubtful or ambiguous provision that may exist in this
Agreement is to be construed against any of the Parties based upon a claim that one of the Parties
drafted the Agreement, or that the language of the Agreement was intended to favor one of the
Parties.
10. Governing Law. This Agreement shall be deemed to have been made and to be
performed, and shall be interpreted, construed and enforced, in accordance with the laws of the
State of Florida.
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11. Multiple Counterparts. This Agreement may be executed by the Parties in
identical counterparts, which, taken together, shall constitute a complete original.
12. Complete Agreement. The Parties acknowledge that in deciding to execute this
Agreement and then in executing this Agreement, they have not relied upon any agreement,
statement or representation that is not specifically set forth herein, that this Agreement contains
the entire agreement between the Parties hereto regarding the resolution of their disputes, and
that the terms of the Agreement are contractual and not mere recitals.
13. Modifications. This Agreement cannot be amended, modified or amplified
except by agreement and written document, which is signed by all Parties hereto. No oral
statement made by any person shall operate to modify this Agreement in any manner or
otherwise affect its terms and provisions.
14. Severability. In the event that any term or provision of this Agreement is deemed
unenforceable or unlawful for any reason, the remainder of the Agreement shall be deemed
enforceable and in effect.
15. Enforceability. This Agreement is effective upon the date it is approved by the
Board of County Commissioners of Collier County, Florida.
16. Non-waiver. The failure of either party to enforce at any time any of the
provisions of this Agreement shall not constitute a waiver of any such provisions.
17. Binding. The Parties acknowledge and agree that this Agreement and Release is
intended to and shall be binding upon their respective owners, principals, officials, officers,
employees, ex-employees, agents, attorneys, representatives, insurers, successors, assigns,
spouses, heirs, and affiliates.
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18. Authority to Bind. The signatories hereto each warrant and represent that they
have the requisite authority to enter into this Agreement on behalf of the respective party.
19. Jurisdiction. In the event of an alleged breach of this Agreement and Release,
Plaintiff and the County agree that all underlying causes of action or claims of Plaintiff have
been extinguished by this Agreement and Release and that the sole remedy for breach of this
Agreement and Release shall be for specific performance of its terms and conditions or any
damages arising from the breach. In this regard, Plaintiff and the County further agree that the
sole venue for any such action shall be in the Twentieth Judicial Circuit in and for Collier
County, Florida in Naples, Florida.
20. This Agreement and Release shall be governed by the laws of the State of Florida.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
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_A , IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the date(s)
set forth below.
Date: Aw 2.,, ,201
`4. ? ,, .
ATT 'ST. BOARD e COUNTY OMMISSIONERS•
DIVOUT E„ BROCK Clerk OF CO' LI R , 0 ► , FLORIDA
,.
r ,: ike vi By' 1 Air Atte•r," to Citaiinlb.apVsitet GEO VA A. ILLER, ESQ., Chairwoman
signature only,
Approved as to form and By: //'
legal sufficienc, : Phill•: Oir i P President
' e General Construe ors, Inc., Plaintiff
I By: 7 i��"'�
Kevin L. Noell, •sq. Mark A. Slack, Esq.
Assistant County Attorney Counsel for Plaintiff
STATE OF /-D /z7R
COUNTY OF ed2,/,G/L-62
THIS SETTLEMENT AGREEMENT AND RELEASE BETWEEN PLAINTIFF AND
COLLIER COUNTY, FLORIDA WAS SWORN TO and subscribed by Phillip B. White,
President of White General Constructors, Inc., before me on this 5 ' day of
, 2013.
/�, - i Personally Known ✓'
Si_• re of Notary Public or
Produced Identification
Commissioned Name of Notary Public Type of Identification Produced
(Please print, type or stamp)
My Commission expires:
MARY ELLEN SILVESTRI
.:0 ; Notary Public-State of Florida
=2 r
:. . ;• My Comm.Expires Apr 14,2014
?sue �I d,= Commission#DD 973227
12-2692-CA/213 '',f,' o �°... Bonded Through National Notary Assn.
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