Backup Documents 05/28/2019 Item #16K 1 _ S t
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 K 1
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded 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 the 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 document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office SRT 5
4. BCC Office Board of County
Commissioners - 7/f \V
5. Minutes and Records Clerk of Court's Office
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 Scott Teach/County Attorney's Office Contact Information 239-252-8442
Contact/Department
Agenda Date Item was May 28, 2019 1 f` Agenda Item Number 16K1
Approved by the BCC
Type of Document Settlement Agreement and Release between Number of Original 1
Attached the Collier County Board of County Documents Attached
Commissioners and Manhattan Road&
Bridge,Inc., pertaining to the White
Boulevard over Cypress Canal Bridge
Project
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, whictlever-i& Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK SRT
2. Does the document need to be sent to another agency for additional signatures? If yes, SRT
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 SRT
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 SRT
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 SRT
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 SRT
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip SRT
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 05/02019 and all changes made during SRT
the 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
BCC, all changes directed by the BCC have been made, and the document is ready for the VA
Chairman's signature.
SEE ATTACHED EMAIL. Additional executed copy to Steve Ritter/Transpor ation Engineering
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MEMORANDUM
Date: May 31, 2019
To: Scott Teach, Deputy County Attorney
Collier County Attorney's Office
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Settlement Agreement and Release between Collier County
and Manhattan Road & Bridge, Inc.
Attached please find a copy of the agreement referenced above (Item #16K1)
approved by the Board of County Commissioners on Tuesday, May 28, 2019.
The original agreement has been held in the Minutes and Records Department
for the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
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MEMORANDUM
Date: May 31, 2019
To: Steve Ritter, Manager Road Construction
TECM Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Settlement Agreement and Release between Collier County
and Manhattan Road & Bridge, Inc.
Attached please find a copy of the agreement referenced above (Item #16K1)
approved by the Board of County Commissioners on Tuesday, May 28, 2019.
The original agreement has been held in the Minutes and Records Department
for the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
16K1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (referred to hereinafter as the "Agreement and
Release") is made and entered into this 28th day of May, 2019, by and between the Board of
County Commissioners of Collier County, Florida, (referred to hereinafter as the "County") and
Manhattan Road & Bridge, Inc., a foreign for profit corporation registered to do business in the
State of Florida with offices located at 3401 Old Metro Parkway, Ft. Myers, Florida 33916
(hereafter referred to as"Manhattan").
WITNESSETH
WHEREAS, the County entered into Bid/Agreement No. 16-6662(referred to hereinafter
as the"Agreement") with Manhattan on or about October 11,2016,to build the White Boulevard
Over Cypress Canal Bridge Project(hereinafter referred to as the"Project"); and
WHEREAS, due to various delays on the Project, some excusable as more fully set forth
below and other delays not excusable, Manhattan did not achieve Substantial Completion of the
Project until one hundred and twenty-five (125) days after the five hundred forty-eight days
(548) from the date of commencement (hereafter the "Contract Time") allotted to reach
Substantial Completion provided for in Section 5 of the Agreement;and
WHEREAS, Section 5 of the Agreement entitles the County to assess liquidated damages
in the amount of$2,876.00 per day, for each day beyond the Contract Time it took Manhattan to
achieve Substantial Completion as certified by the County's Design Professional;and
WHEREAS, disputes arose between the County and Manhattan concerning timely
performance and requests for extensions of time to perform on the Project including but not
limited to disputes over Project delays caused by: (a) Florida Power & Light survey-related
delays caused by wildfires in the area (totaling seven (7) days), (b) Hurricane Irma related
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delays, including but not limited to Manhattan necessarily conducting water management storm-
related preparation, assisting with damage at the City of Naples Pier, Naples Zoo, and assisting
its own personnel who had experienced damage from the storm (totaling seven (7) days), (c)
extra time required to install additional preform pile holes based on existing soil conditions, that
were inconsistent with the soil borings provided, which resulted in additional preforming beyond
the scope specified in the contract documents(totaling twenty-eight(28)days), (d)extra time for
RipRap installation resulting from excavation issues related to digging solid limestone in deep
canal water, after the County declined Manhattan's initial request to address the problem in an
alternative manner that ultimately was agreed upon and resulted in a potential savings on the
Project in excess of$61,000 by pursuing a more expeditious method (totaling twenty-five (25)
days), which cumulatively totals a compromise of sixty-seven (67) additional days that the
County agrees to provide to Manhattan to complete the Project; and
WHEREAS, Manhattan otherwise successfully completed the project, without detriment
to the public, since a temporary bridge remained in place to accommodate the traveling public
throughout construction, notwithstanding Manhattan's failure to timely complete the Project;
and
WHEREAS, the County and Manhattan without admitting any liability or fault by either
of them, now seek to resolve all time-related disputes because both the County and Manhattan
recognize the costs and uncertainties of litigation if the parties were to pursue such remedies; and
WHEREAS, the County and Manhattan intend through this Agreement and Release to
resolve any and all claims that have been asserted or that could have been asserted by either the
County or Manhattan that arise from, or refer or relate in any way, whether directly or indirectly,
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to the Project with the exception of claims by the County for latent defects and warranty items as
is more fully stated in paragraphs 6, 7 and 8 of this Agreement and Release;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
considerations set forth in this Agreement and Release, the sufficiency of which is hereby
acknowledged, and with the intent to be legally bound, the County and Manhattan mutually
agree to the following:
1. The County and Manhattan agree to adopt and incorporate the foregoing recitals,
sometimes referred to as "Whereas clauses" by reference into this Agreement and
Release_
2. For its part, the County agrees to grant Manhattan sixty-seven (67) additional
days to the Agreement's substantial completion Contract Time, which additional
days Manhattan may show in its Final Pay Application submitted to the County in
connection with closing out the invoicing on the Project. Notwithstanding the
County's agreement to provide the above-mentioned 67 additional days,
Manhattan exceeded the Substantial Completion date with respect to Section 5 of
the Agreement's liquidated damages provision and remains subject to fifty-eight
(58)days of liquated damages in the per day amount of$2,876.00 per day.
3. For its part, Manhattan has and hereby acknowledges that the Project did not meet
Substantial Completion until fifty-eight(58)days after the Contract Time and that
the County is authorized to assess the per day amount of liquidated damages
provided in Section 5 of the Agreement. To the extent that any portion of
liquidated damages were acknowledged or recognized in prior Payment
Applications submitted by Manhattan, the Final Pay Application will be
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submitted to reflect the sixty-seven (67) days allowed by the County in numbered
paragraph 2, as well as the net fifty-eight (58) days of liquidated damages to be
assessed against Manhattan by the County.
4. Manhattan further agrees that in consideration for the County's granting of the
additional sixty-seven(67)days to the Contract Time, Manhattan shall and hereby
does waive all claims against the County, whether known or unknown, that it may
now have or may have in the future whether for time or money that in any way
whatsoever relate, refer to or arise from the Project or Bid/Agreement No. 16-
6662.
5, The County and Manhattan agree that this Agreement and Release shall become
one of the contract documents for purposes of the Project and Bid/Agreement No.
16-6662 and shall operate to supersede and replace all prior agreements and
understandings with respect to the specific issues governed by this Agreement and
Release.
6. Except for any remaining balance owed for work performed on the Project,
generally consisting of the retainage and final payment, which payment will
follow standard Final Payment Application invoicing policy as provided in
Agreement No. 16-6662 and the terms of this Agreement and Release, and except
for any claim to enforce the terms and conditions of this Agreement and Release,
Manhattan on behalf of itself, its officers, owners, employees, ex-employees,
predecessors, successors, and assigns shall and hereby does fully, finally,
unconditionally and forever release, acquit, remise, satisfy and forever discharge
the County, its elected officials, officers, employees,former employees, attorneys,
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agents, representatives, predecessors, successors, insurers, sureties and assigns
from any and all matter of action or actions, cause or causes of action, suits,debts,
dues, sums of money, accounts, reckonings, covenants, charges, damages,
obligations, liabilities, contracts, promises, judgments, executions, claims,
complaints, legal or equitable, whether known or unknown, which Manhattan has
asserted,could have asserted or may have against the County that relate or refer in
any way to or arise directly or indirectly from the Project or Bid/Agreement No.
16-6662 from now through the end of the world.
7. For its part, the County shall and hereby does fully and finally and
unconditionally release, acquit, remise, satisfy and forever discharge Manhattan
from any claim, cause or causes of action relating or referring in any way to
Manhattan's performance of work for the Project or Bid/Agreement No. 16-6662
through the effective date of this Agreement and Release, provided that the
County and Manhattan agree that the County may and hereby does reserve its
right to enforce the terms and conditions of this Agreement and Release as well as
its right to recover all legal and equitable relief for: (1) any latent defects related
to the Project of which the County could not reasonably have been aware as of the
effective date of this Agreement and Release, and (2) any warranty items on the
Project for which Manhattan has any responsibility within the applicable
warranty period.
8. The County and Manhattan hereby acknowledge and agree that this Agreement
and Release shall only modify their respective rights, prerogatives, obligations
and liabilities under the Project or Bid/Agreement No. 16-6662 to the extent
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expressly stated herein, and that all such rights prerogatives, obligations and
liabilities otherwise remain fully intact and are hereby preserved.
9. This Agreement and Release shall be governed by the laws of the State of Florida.
10. This Agreement and Release may be amended only by a written instrument
specifically referring to this Agreement and Release and executed with the same
formalities as this Agreement and Release.
11. This Agreement and Release is freely and voluntarily executed by the County and
Manhattan after they have been apprised of all relevant information concerning
this Agreement and Release and after they have received advice of their
respective counsel. In executing this Agreement and Release, the County and
Manhattan do not rely on any inducements, promises, or representations other
than the promises or representations set forth in this Agreement and Release. In
this regard, the County and Manhattan acknowledge that this Agreement and
Release is the product of mutual negotiation and no doubtful or ambiguous
provision that may exist in this Agreement and Release is to be construed against
either party based upon a claim that the party drafted the ambiguous language or
that the language in question was intended to favor one party or the other.
12. The effective date of this Agreement and Release shall be the date upon which it
is approved by the Board of County Commissioners of Collier County, Florida.
13. The County and Manhattan acknowledge and assume the risk that additional,
different or contrary facts to the facts which they believe to exist may be
discovered after this Agreement and Release has been entered into, and they agree
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that any such additional, different or contrary facts shall in no way limit, waive.
affect or alter this Agreement and Release.
IN WITNESS WHEREOF,the County and Manhattan have executed this Agreement and
Release as evidenced in the following signature blocks:
ATTEST: BOARD OF COUNTY COMMISSIONERS
Crystal K. Kinzel,Clerk of Courts COLLIER COUNTY,FLORIDA
And Comptroller
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.")..Aild 11110, .m._
_10.C_. By: 1PAA
S � .4, . _ • erk WilliItut -' , L. McDaniel,Jr., Chai :n
AttiSMO attire 011.1)N0' `'
Approved as to form and le l al ity:
tea. i
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Sc. R. Teach
Deputy County Attorney
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