Backup Documents 01/24/2023 Item #16K 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 K 3
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
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.
** 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 routin_• lines#I 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. (Enter your Dept here)
3. County Attorney Office County Attorney Office rn 1 I S1 123
4. BCC Office Board of County
Commissioners R( %/k3151 1/31/Z 3
5. Minutes and Records Clerk of Court's Office
ME ( -31--2-3 I 0'0-1
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 Madison Bird Phone Number 252-2939
Contact/Department
Agenda Date Item was 1/24/23 Agenda Item Number 16.K.3
Approved by the BCC
Type of Document(s) Agreement Number of Original
Attached Documents Attached
PO number or account Please email a completed copy to
number if document is Madison.Bird@Colliercountyfl.gov
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 signature?(stamped unless otherwise stated) MB
2. Does the document need to be sent to another agency for additional signatures? If yes, MB
provide the Contact Information (Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legality. (All documents to be signed by MB
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 MB
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 MB
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 MB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip MB
should be provided to the County Attorney Office at the time the item is uploaded to the
agenda. 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 and all changes made during
the meeting have been incorporated in the attached document. The County Attorney
Office has reviewed the changes, if applicable. Dif
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 t � �;
Chairman's signature. 6.
I. Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05; 11/30/12;4/22/16;9/10/21
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SETTLEMENT AGREEMENT AND RELEASE
This SETTLEMENT AGREEMENT AND RELEASE (the "Agreement") is entered into
between THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA
(the "County") and THE GUARANTEE COMPANY OF NORTH AMERICA USA
("Guarantee"), and is effective on the date last signed below. The County and The Guarantee are
collectively referred to as the"Parties" or individually as "Party."
RECITALS:
WHEREAS, the County and Florida Safety Contractors, Inc. ("Florida Safety") entered
into a written contract for Florida Safety(the"Contract")to perform work on a construction project
described as Contract No. 18-7286, Goodlette Frank Roadway Signalization Upgrade (the
"Project");
WHEREAS,The Guarantee provided a performance bond in favor of the County to secure
Florida Safety's performance obligations on the Project, which bond is numbered 80157398 (the
"Performance Bond");
WHEREAS, the County declared Florida Safety to he in default of its obligations under
the Contract as a result of Florida Safety's allegedly delayed and defective performance of its work
on the Project;
WHEREAS, the County is currently withholding $72,637.60 in retainage(the "Retainage
Amount");
WHEREAS, in connection with its assertions, the County made a claim against the
Performance Bond;
WHEREAS, after The Guarantee investigated the merits of the County's claim against the
Performance Bond, it informed the County of its belief that it was entitled to payment from the
County;
WHEREAS, each Party denies the other's claim; and
WHEREAS, the Parties have reached an agreement wherein the County shall retain the
Retainage Amount and the Parties agree to release one another from any and all further obligations
and/or warranties under the Performance Bond.
TERMS OF AGREEMENT:
NOW, TIIEREFORE, in consideration of the mutual promises, covenants, and releases set
forth below, and for other good and valuable consideration,the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
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1. Effect of Recitals: The above Recitals are true and correct and are incorporated
into this Agreement by reference.
2. No admission of liability. The execution of this Agreement is a matter of
convenience. Nothing contained herein can be considered as an admission of any fact or liability
whatsoever by either Party.
3. Releases:
a. In consideration of The Guarantee's waiver and release of its claims and
defenses against the County, the County and its commissioners, constituents,
agents, officers,employees,attorneys, agents,successors,and assigns(the"The
County Releasing Parties"), irrevocably, fully, and forever release and
discharge The Guarantee and its agents, officers, directors, shareholders,
partners,reinsurers, employees, attorneys, successors, assigns, of and from any
and all, and all manner of, action and actions, cause and causes of action, suits,
debts, breaches, sums of money, accounts, undertakings, bonds, covenants,
contracts, controversies, agreements, guarantees, warranties, indemnifications,
promises, liens, damages (including liquidated damages), attorneys' fees,
judgments, taxes, interest,penalties,assessments, executions,expenses,claims,
demands, and liabilities whatsoever, of every kind and nature, whether or not
well-founded in fact or in law, and whether in law or equity or otherwise, that
the County Releasing Parties ever had,now have, or can, will or may have, and
that arise directly or indirectly from, concern, relate to, or are by reason of: (1)
the Contract; (2) the Performance Bond; (3) the Project; (4) any and all claims
for statutory or common law"bad faith"that relate to the manner or timeliness
in which The Guarantee reviewed, handled, investigated, or settled the
County's claim against the Performance Bond; and (5) any and all claims
arising under chapter 624 or 626, Florida Statutes, that relate to the County's
claim(s)against the Performance Bond, regardless of when such claim(s) arose
or accrued.
b. In consideration of the County's waiver and release of its claims and defenses
against The Guarantee, The Guarantee and its agents, officers, directors,
shareholders, partners, reinsurers, employees, attorneys, successors, and.
assigns ("The Guarantee Releasing parties") irrevocably, fully, and forever
release and discharge the County and its commissioners, constituents,
agents, officers, employees, attorneys, agents, successors, and assigns of and
from any and all, and all manner of, action and actions, cause and causes of
action, suits, debts, breaches, sums of money, accounts, undertakings,
covenants, contracts, controversies, agreements, guarantees, warranties,
indemnifications, promises, damages, attorneys' fees, judgments, taxes,
interest, penalties, assessments, executions, expenses, claims, demands, and
liabilities whatsoever, of every kind and nature,whether or not well-founded in
fact or in law, and whether in law or equity or otherwise, that The Guarantee
Releasing Parties ever had, now have, or can, will or may have, and that arise
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directly or indirectly from, concern, relate to, or are by reason of: (1) the
Contract; (2) the Performance Bond; and (3) the Project, regardless of when
such claim(s) arose or accrued.
4. Retainage.The Parties agree that the County shall retain the Retainage Amount on
the Project. The Guarantee expressly waives any and all future claims to the Retainage Amount
and any and all future claims for payment for work performed under the Contract.
5. Remaining work: Since, by virtue of this Agreement, the Performance Bond is
canceled in its entirety, The Guarantee has no further obligations relating to the Project. Thus, the
County is fully and solely responsible for the performance of any work it believes is necessary to
complete the Project.
6. Enforceability of Agreement. The promises and undertakings set forth herein are
the sole consideration for the Agreement and that the conditions stated herein are contractual and
not a mere recital. This Agreement may be fully enforced by any action at law or in equity and
nothing herein will preclude or be construed to preclude any action in law or in equity to enforce
the provisions of this Agreement.
7. Survival. The representations and warranties set forth herein, and the obligations
and covenants of this Agreement, survive the execution of the Agreement.
8. General Provisions.
a. This Agreement may be executed in counterparts, each of which will be fully
effective as an original and all of which together will constitute one and the
same instrument.
b. Facsimile, electronic or scanned signatures will be treated as original signatures
for all purposes.
c. This Agreement will be construed and may enforced in accordance with the
laws of the State of Florida. The sole and exclusive venue and jurisdiction for
any litigation arising out of this Agreement will be in a state or federal court of
competent jurisdiction in and for Collier County, Florida.
d. This Agreement constitutes the complete and final expression of the agreement
of the Parties relating to the subject matter contained herein and supersedes all
previous contracts, agreements, and understandings of the Parties, whether oral
or written.
e. If any provision or term of this Agreement is deemed to be illegal or
unenforceable in any respect, the provision or term will not affect any other
provision or term of the Agreement, and this Agreement will be construed as if
the provision or term had never been contained in it.
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f. The Parties acknowledge that they are and have been represented by counsel in
connection with the negotiation of this Agreement, that the provisions of this
Agreement and the legal effect thereof have been fully explained to them, and
that they have entered into this Agreement freely and voluntarily and without
coercion or undue influence.
g. The Parties will bear their own respective attorneys' fees and costs incurred in
connection with all matters that led to the execution of this Agreement.
h. The Parties have negotiated and agreed to each and every term of this
Agreement. Thus, neither this Agreement nor any of its provisions, will be
construed in favor of or against either Party.
i. Each Party represents and warrants that the person(s) signing this Agreement
on behalf of such Party are fully vested with all required authority to execute
this Agreement and make it fully binding on the Party on whose behalf they
sign this Agreement.
[SIGNATURES ON NEXT PAGE.]
[THE BALANCE OF THIS PACE IS INTENTIONALLY LEFT BLANK.[
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THE SIGNATORIES TO THIS AGREEMENT ACKNOWLEDGE THAT THEY HAVE
READ THE FOREGOING AGREEMENT, FULLY UNDERSTAND ITS TERMS AND
CONDITIONS,AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
FOR THE COUNTY:
DATE: 1/Z 4/2 3 BOARD OF COMMISSIONERS
COLLIER COUNTY, FLORIDA
ATTEST: -
CRYSTAL K. KINZEL, Clerk
By: By:
Deputy Clerk Rick LoCastro, Chairman
attest as to Chairman a
signature only.
Appr ved as to form
and 1 ality:
S . shkar
ss ant County Attorneyn
C `THTE GUARANTEE COMPANY OF NORTH
AMERICA USA
By: rPEJ ' i/A),AL
Name: Frank Whelan
Title: Claims Examiner
Date: 01/12/23
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