Agenda 07/25/2023 Item #11A (Paradise Coast Sports Park construction)07/25/2023
EXECUTIVE SUMMARY
Recommendation to approve a Mediated Settlement Agreement with Manhattan Construction (Florida),
Inc., concerning Agreement No. 17-7108, as amended, pertaining to the construction of the Paradise Coast
Sports Park, and to authorize the Chairman to sign the attached Mediated Settlement Agreement.
OBJECTIVE: To approve the attached mediated settlement agreement concerning an ongoing payment and
performance related dispute involving the completion of three phases of construction work at the Paradise Coast
Sports Park (the "PCSP" / formerly known as the Collier County Sports and Special Events Complex).
CONSIDERATIONS:
Background
On February 13, 2018 (Item 16.D.21) the County entered into Agreement No. 17-7108 (the "Agreement") with
Manhattan Construction (Florida), Inc. ("Manhattan") for Construction Manager At Risk ("CMAR") services for all
preconstruction phases for the PCSP. The process contemplated using individual contract amendments for each
subsequent construction phase utilizing a guaranteed maximum price ("GMP"). Each subsequent phase clearly
identifies the terms and conditions specific to that phase including the fees charged by Manhattan, and overall GMP
cost.
On September 25, 2018 (Agenda Item 11.13), the County entered into the First Amendment to the Agreement with
Manhattan for work for Phase 0 that included the preparatory work required in anticipation of Phase 1 where the
infrastructure and fields would be installed on the City Gate parcel owned by the County. Phase 0 included the
preponderance of land clearing, full lake excavation, a construction access road, and preliminary drainage work.
On March 26, 2019 (Agenda Item I I.C), the County entered into the Second Amendment to the Agreement with
Manhattan for work for Phase IA. This completed phase is open to the public and includes the primary
underground utility work on the City Gate parcel, provides 5 fields (4 turf, 1 grass), maintenance building, welcome
center, market, ticket booth and restrooms. This phase also completes City Gate Boulevard South, main entrance
improvements on City Gate Boulevard North, and parking for this phase. The resolution of Phase lA is
encompassed in the proposed settlement agreement and is further addressed below.
On December 10, 2019 (Agenda Item I I .D), the County entered into the Fourth Amendment to the Agreement with
Manhattan for work for Phase 113. This phase consists of the Stadium and Great Lawn. The Great Lawn was
completed ahead of schedule and is open to the public. Amenities include the Cove with a food truck pavilion and
bar, the Factory that consists of a MoveStrong workout area, National Fitness Court, open air classroom, open air
weight room, lake trail, yoga area, climbing wall, teqball, volleyball and boccie courts. The resolution of Phase 1B
is encompassed in the proposed settlement agreement and is further addressed below.
On November 10, 2020 (Agenda Item 11.1)), the County entered into the Fifth Amendment to the Agreement with
Manhattan for work for Phase 2.0, which phase consisted of clearing, grubbing, and construction fencing of
approximately 110 acres of the entire remaining complex including the extension of City Gate Boulevard North,
and was followed on December 8, 2020 (Agenda Item 11.13) by the Sixth Amendment to the Agreement with
Manhattan for Phases 2.1 and 2.2A, which included work adding the lakes, processing and spreading fill, City Gate
Boulevard North extension and internal roadways and parking lots, infrastructure, five fields, overnight
campground, and the northwest parking lot (collectively referred to as "Phase 2"). Those phases also wrap the
entire perimeter of the project and allow the County to proceed with future phases as funds become available.
Manhattan's fee was reduced from 4% to 3.5 % for these phases.
As with many other ongoing County construction projects dating back to at least 2020, the progress and cost of the
work have been severely impacted by a number of factors, including:
• Double digit percentage increases in materials and labor since the inception of the project.
• Supply chain delays in materials.
• Covid-19 Pandemic
• A general labor shortage impacted both by the volume of ongoing work, which was exacerbated further by
the damage resulting from Hurricane Ian, which greatly affected the coordination of work with
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subcontractors.
The County added additional scope to parts of Phase 1 of the project and previous County project
management staff were less diligent in timely issuing Notices to Proceed, promptly addressing outstanding
payment issues possibly in contravention of the Florida Prompt Payment Act, and directed requests to
Manhattan to accelerate portions of the project to accommodate desired public events, all of which
potentially impacted the regular course of construction.
At least in part due to the factors set forth above, the final completion of Phases 1A, 1B, and Phase 2 were impacted
with respect to cost and time. Notwithstanding those issues, County staff were hampered with having to deal with a
revolving management staff for Manhattan that made it difficult to work cooperatively to keep the work on
schedule when it fell behind. Further, issues involving payment to Manhattan resulted in corresponding non -
payments to subcontractors that dissuaded some of those subcontractors from continuing to work on the project,
and resulted in an estimated 20+ claims being filed against Manhattan, including several lawsuits. Both parties
failed to follow various written notice and other requirements of their Agreement.
The actual GMP contract value of the cost of the work for the above referenced phases appears in the below chart.
PCSP- Phases
Current
Contract
Pre -Construction
$195,527
Phase 0 - Actual
$3,221,376
Phase 1.A - Actual
$28,741,660
Phase 1 B - Actual
$21,402,686
Phases 2.0, 2.1 & 2.2 - Actual
$31,139,852
Total
$84,701,101
Recognizing the need to thoroughly review potential scheduling and payment issues related to the project, in
August 2022 the County obtained the assistance of Board Certified Business Litigation and Civil Trial attorney
Greg Woods, whose firm Woods Weidenmiller Michetti & Rudnick is on a retention agreement with the County,
who in turn solicited the assistance of a professional engineer with more than 30 years of construction project
management, scheduling, and claims analysis and dispute resolution experience, David Reichard with the Delta
Consulting Group, to assist in reviewing the pending claims disputes. Trial counsel Woods is available to address
any questions regarding the proposed recommendation to settle with Manhattan.
Settlement Details
This item comes to the Board largely due to ongoing payment disputes between the parties that have deterred the
ability to advance the project through the pending project phases. The Agreement between the parties provides
for a Dispute Resolution procedure under Article XVI, which requires the parties to engage in negotiation to make
a good faith effort to resolve disputes arising during the course of the Agreement prior to initiating any action or
legal proceeding. During the five years since the parties entered into the Agreement, they have regularly engaged
in good faith discussions in an attempt to resolve deficient or dilatory work -related issues, as well as issues
asserted by Manhattan pertaining to non-payment for services provided and other such issues. Because the issues
pertaining to project Phases IA, 1B, and 2 could not be resolved by those informal negotiations, the parties agreed
to participate in the mediated dispute process before a Circuit Court mediator certified by the State of Florida as
authorized by the Agreement.
Going into mediation, Manhattan asserted claims totaling $15,581,995.47, as follows:
Phase lA $2,912,877.22
Phase 1B $4,199,761.25
Phase 2 $8,469,357.00
Total $15,581,995.47
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The above total includes claims recognizing the existing unpaid contract balances, approved changes, issues
concerning the application of owner and contractor contingency, additions to the balances for work performed,
and potential damages related to alleged Prompt Payment Issues.
Under Manhattan's management, the Phase 1A, 1B, and 2 work failed to be completed within the Agreement's
substantial completion time requirements, and had not been certified for final completion by the June 20, 2023,
mediation session. However, throughout the course of the project, the County continued to hold substantial
events on the project, while operating under a temporary certificate of occupancy, including but not limited to:
• Football University Regional and National Championships, Youth Football games, and Seven on Seven
youth flag football events
• Prep Football College Scout Coaches skills testing events, Girls Soccer College Prospect Camps
• US Association of Rugby League Events
• Regular Semi-professional soccer events, Florida Youth Soccer Association Tournaments, Adult FASA
Soccer Tournaments
• Both Men and Women's Major College Lacrosse Tournaments, Nike Sponsored Lacrosse Events, Youth
Lacrosse Tournaments
• Air Supply pop music concert, Ben Allen Band Concert
• Public Holiday Events (St. Patrick's Day, Easter Eggstravaganza, Snowfest) and regular Sunset Saturday
Events, Tailgate Events, Bingo at the Cove, Wolfstock Brewfest, Assorted Movie Nights, and Trivia
Contests.
• Private Business Holiday Parties, Leadership Collier Events, St. Mathew's House Volunteer Events, and
Coastal Fellowship Church Events
• US Open Pickleball Watch Parties, Cross -Training Challenge Events, Sunrise Yoga / Empower Spin Cycle
Classes, Periodic Running Events and regular social group running events, Cyclists Events
• Fine Art Shows
The above events suggest a use of the PCSP more consistent with a utilization of the premises consistent with being
substantially/finally completed notwithstanding the fact that such certifications of the work were not provided. The
law is less likely to allow for the imposition of liquidated damages under such circumstances, especially in
instances involving a public agency that has been able to utilize the premises without any direct harm to the public.
Therefore, the strong impetus for County staff to want to utilize the park to its fullest extent, which required
Manhattan to re -arrange its construction activities, would also make it difficult to recover liquidated damages
related to the delay on the project; some of which could be attributable to the County.
In virtually all large construction cases the parties fail to properly dot their "i"s and cross their "t"s related to
following the express contract terms and written notice provisions. If this matter were to proceed to trial, there
would be variables relative to: which party failed to comply with various contract provisions, which party had the
better witnesses to tell their story (many witnesses no longer work for the County or Manhattan), and the effect on
evaluating evidentiary rulings by the judge at trial
In order to induce a full settlement and resolution of the outstanding claims the parties negotiated a proposed
resolution of all three of Manhattan's claims from the asserted amount of $15,581,995 down to $11,296,500.
The attached Settlement Agreement presented for the Board's approval provides:
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The County will pay to Manhattan in full satisfaction of Phase 1A, Phase 113, and Phase 2 the sum of
eleven million two hundred ninety-six thousand five hundred dollars ($11,296,500), subject to the Board's
approval, within 20 business days. Of that sum, the County will withhold four hundred thousand dollars
($400,000) as a retention of funds, which will be released once Manhattan has satisfied all remaining punch
list items further described in numbered paragraph 7(a) of the Settlement Agreement. The punch list items
will be completed within ninety (90) days from the date after payment of the settlement funds. Payment of
the retention funds will be paid at 50%, 75%, and 100% stages of completion of the remaining punch list.
Manhattan will commit its best efforts to resolving an existing payment issue it has with underground
subcontractor, Jensen Underground Utilities, Inc., who has refrained from performing work to the detriment
of the project due to the assertion of an escalation claim in excess of $600,000.
Payment of the entirety of that sum will satisfy the remaining contract balances for those three phases and
extinguishes all claims that Manhattan could have asserted against the County.
• Manhattan shall provide to the County all close-out documents to include product brochures,
product/equipment maintenance and operation instructions, manuals, and other documents/warranties, As -
Built record documents, affidavit of payment, release of lien and claim, as may be further defined,
identified, and required by the contract. Specifically, Manhattan shall provide all Close -Out Documents for
Phase 2 to County as well as the As -Built documents for Phase 1.
• The parties further agree to terminate the Agreement without any further obligation to one another
thereunder.
The parties further also agree to terminate Agreement Number 20-7700-ST in which Manhattan had
contracted to serve as the Construction Manager at Risk for the Collier County Government Operation's
Business Park/Sheriffs Forensic Building. Agreement No. 20-7700-ST is still in the preconstruction stage
and is not yet ready to be bid out. Manhattan has only been paid $58,568.25, for actual services provided,
out of an existing open purchase order in the amount of $206,920.00, for preconstruction services
assistance. Approval of the Settlement Agreement will terminate Agreement Number 20-7700-ST without
any further expense to the County. When the final 100 percent plans are ready, the County will timely
solicit a contractor under a conventional Invitation to Bid procurement method.
The net result of the proposed settlement is that the County agrees to pay settlement funds that encompass the total
remaining unpaid contract amounts under Phases IA, 113, and 2 of the Agreement in the amount of $10,400,288.55,
plus an additional negotiated sum of $896,211.45 for settlement of added scope of work that Manhattan failed to
timely submit, escalation claims and further avoidance of the costs and financial risk associated with litigation and
potential claims that could have been asserted against the County; for a total settlement amount of $11,296,500.
Had the parties been unable to reach a mediated settlement, if this dispute were to proceed to litigation, it is
estimated that a trial could take upwards of several weeks and result in incurred costs in an estimated range of
$700,000, not including expert consulting fees, and the costs to sort through electronic discovery on a project
involving years of electronic correspondence (emails, etc.) that would need to be reviewed for potential privilege
and other exemptions. Further, a court reporter and a trial audio/visual support team would be necessary for
presentation at trial. In all, the additional costs to litigate this dispute could result in incurring in excess of
$1,000,000 in expenses without any guarantee of prevailing.
In addition, as part of the settlement funds, the County agreed to pay fifty percent (50%) of the Jensen Underground
Utilities, Inc. escalation claim -although the total amount of subcontractor escalation claims totaled approximately
$1,100,000. As noted above, Manhattan had in excess of 20 claims asserted against it by subcontractors working
on the project. Although the Agreement has a "no damages for delay" clause, which generally means that a
contractor is only entitled to an extension of time to complete work and not damages when work on a project is
delayed, if Manhattan could prove that the County materially caused the delay by either non-payment or giving
direction that caused delay, the County could potentially be subject to the claims of Manhattan's subcontractors
claims, were Manhattan to assert those claims against the County.
The recommendation to approve the Mediated Settlement Agreement is based upon the resolution arrived at by the
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parties and the potential costs and always present risks associated with going to trial. It is worth reiterating that
despite the delay in the completion of the project, the PCSP was still able to conduct a large volume of events and
increase revenue year after year. Accepting this settlement will conclude this dispute, resolve all pending issues
between the parties, and also remove Manhattan as the Construction Manager on the County's current Agreement
No. 20-7700-ST for the Collier County Government Operation's Business Park project.
Approval of the settlement will advance a three -fold objective: (1) by providing for the completed delivery of the
existing three phases of the project; (2) provide a clear point of separation that will allow for future work to be
timely competitively bid out based on the Board's future direction on construction programing at the PCSP; and
(3) protects the County's interest by avoiding the further accumulation of costs and potential risks if the parties
were unable to reach a resolution of the existing dispute.
All parties appeared at the mediation with representatives authorized to bind the corporate entity, and the County
Manager's Office represented by management and project management employees with authorization to bring any
settlement recommendation to the Board of County Commissioners for approval. The Collier County Manager's
Office recommends Approval of the attached Mediated Settlement Agreement
FISCAL IMPACT: The claims asserted by Manhattan total $15,581,995.47. The mediated settlement amount is
$11,296,500. This mediated amount includes $10,400,288.55 in remaining unpaid contract amounts along with
retainage as well as an amount of $896,211.45 in settlement of all asserted claims. Funding is provided within
Sports Complex Capital Project Fund 3007 projects 50156, 60129 and 70167.
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan related to this
action.
LEGAL CONSIDERATIONS: This Settlement Agreement has been reviewed and approved by the Collier
County Manager's Office, Outside Legal Counsel, Greg Woods, and the County Attorney's Office. The proposed
settlement reduces the risk of incurring significant additional costs were this dispute to proceed to trial, and a
positive result can never be guaranteed with any degree of certainty. This settlement is reasonable based on the
totality of the circumstances. This item is approved as to form and legality and requires majority vote for Board
approval. -SRT
RECOMMENDATION: That the Board approve a Mediated Settlement Agreement and Mutual Release with
Manhattan Construction (Florida), Inc. concerning Agreement No. 17-7108, as amended, pertaining to the
construction of the Paradise Coast Sports Park , and to authorize the Chairman to sign the attached Mediated
Settlement Agreement.
Prepared by: Ed Finn, Deputy County Manager
ATTACHMENT(S)
1. Settlment Agreement 07.19.23 Final with Exhibit A (PDF)
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COLLIER COUNTY
Board of County Commissioners
Item Number: I LA
Doc ID: 26017
Item Summary: *** This item to be heard at 9:30 AM. *** Recommendation to approve a Mediated Settlement
Agreement with Manhattan Construction (Florida), Inc., concerning Agreement No. 17-7108, as amended,
pertaining to the construction of the Paradise Coast Sports Park, and to authorize the Chairman to sign the attached
Mediated Settlement Agreement. (Ed Finn, Deputy County Manager)
Meeting Date: 07/25/2023
Prepared by:
Title: Management Analyst II — County Manager's Office
Name: Geoffrey Willig
07/19/2023 2:53 PM
Submitted by:
Title: Director - Facilities Maangement — County Manager's Office
Name: Ed Finn
07/19/2023 2:53 PM
Approved By:
Review:
County Attorney's Office
County Attorney's Office
Office of Management and Budget
Community & Human Services
County Manager's Office
Board of County Commissioners
Scott Teach Additional Reviewer
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Christopher Johnson Additional Reviewer
Maggie Lopez Additional Reviewer
Amy Patterson Level 4 County Manager Review
Geoffrey Willig Meeting Pending
Completed
07/19/2023 3:20 PM
Completed
07/19/2023 3:21 PM
Completed
07/19/2023 4:20 PM
Completed
07/19/2023 4:28 PM
Completed
07/19/2023 4:34 PM
07/25/2023 9:00 AM
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MEDIATED SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT (hereinafter referred to as "Agreement") is made and
entered into by and between Collier County, Florida ("County"), on the one hand, and Manhattan
Construction Florida, Inc. ("Manhattan"), on the other hand. The County and Manhattan shall
hereinafter be collectively referred to as the "Parties".
WHEREAS, the County and Manhattan entered into a contract #17-7198 for Construction
Management at Risk Construotion Phase Services for Collier County Sports Complex, and a
series of six (6) amendments thereto (collectively, "Contract") for the construction of the Collier
County Sports Complex;
WHEREAS, any reference to a "Phase" refers to any Phases defined specifically within
the Contract;
WHEREAS, a dispute arose between the Parties in connection with the construction of
the Collier County Sports Complex (the "Dispute");
WHEREAS, the Parties have resolved their differences and desire to reduce their
settlement understanding to a writing so that it shall be binding upon the County, as well as its
representatives, commissioners, principals, officers, employees, ex -employees, agents,
successors, assigns, grantees and affiliates, and upon Manhattan, as well as its owners,
principals, officers, employees, ex -employees, agents, representatives, successors, assigns,
grantees and affiliates,
NOW THEREFORE, in consideration of the foregoing premises and the following mutual
promises (the receipt and sufficiency of such consideration being acknowledged by all Parties),
the Parties hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are Incorporated by
reference,
2. Effective Date. The "Effective Date" of this Agreement is the date the last of the
Parties has executed the Agreement.
3. Denial of Liability. No Party is admitting wrongdoing, fault, or liability of any
nature by entering into this Agreement.
4. Payment, County shall pay to Manhattan the total sum of eleven million two
hundred ninety-six thousand five hundred dollars ($11,296,500), subject to the Board of County
Commissioner approval by Collier County, at the next regularly scheduled meeting on July 11,
2023, If the board approves such Payment at the July 11, 2023, board meeting, County shall pay
Manhattan within twenty (20) business days. Payment may be made by check or wire, with wire
instructions to be provided to Counsel for County. County will withhold four hundred thousand
dollars ($400,000) as a retention out of the above -described payment, which will be released
under the terms of Paragraph 7(a) of this Agreement,
5. Manhattan Release and ❑ischarae. Except for the obligations set forth herein,
Manhattan hereby releases, acquits, satisfies, and forever discharges County (including any and
all employees, officers, directors, successors, assigns, legal representatives, insurers, attorneys
and agents of County) of and from any and all, and all manner of action and actions, cause and
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causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, the Contract, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands whatsoever, in law or in
equity, which Manhattan had, now has, or which any employees, officers, directors, successors,
assigns, legal representatives, insurers, attorneys or agents of Manhattan, hereinafter can, shall
or may have arising out of, or relating to the Dispute from the beginning of the world to the day of
this Agreement. Except for the obligations set forth herein, Manhattan hereby release, acquit,
satisfy, and forever discharge County (including employees, officers, directors, successors,
assigns, legal representatives, insurers, attorneys and agents of County) of and from any and all,
and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, the Contract, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions, claims, and
demands whatsoever, in law or in equity, which Manhattan ever had, now has, or which any
employees, officers, directors, successors, assigns, legal representatives, insurers, attorneys,
agents, heirs or assigns of Manhattan, hereinafter can, shall or may have arising out of, or relating
to the Dispute from the beginning of the world to the day of this Agreement. This Release does
not affect the parties rights and obligations under this Agreement.
6. County Release and Discharge. Except for the obligations set forth herein,
County hereby releases, acquits, satisfies, and forever discharges Manhattan (including any and
all employees, officers, directors, successors, assigns, legal representatives, suret(les), insurers,
attorneys and agents of Manhattan) of and from any and all, and all manner of action and actions,
cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, the Contract, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims, and demands whatsoever, in law or in
equity, which County had, now has, or which any employees, officers, directors, successors,
assigns, legal representatives, insurers, attorneys or agents of County, hereinafter can, shall or
may have arising out of, or relating to the Dispute from the beginning of the world to the day of
this Agreement. Except for the obligations set forth herein, County hereby release, acquit, satisfy,
and forever discharge Manhattan (including employees, officers, directors, successors, assigns,
legal representatives, insurers, attorneys, surret(ies) and agents of Manhattan) of and from any
and all, and all manner of action and actions, cause and causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants, the Contract,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions,
claims, and demands whatsoever, in law or in equity, which County ever had, now has, or which
any employees, officers, directors, successors, assigns, legal representatives, insurers,
attorneys, agents, heirs or assigns of County, hereinafter can, shall or may have arising out of, or
relating to the Dispute from the beginning of the world to the day of this Agreement. This Release
does not affect the parties rights and obligations under this Agreement.
7. Termination. Agreement. Manhattan and County agree to terminate their
contractual relationship and obligations therein related to the Dispute, as well as the Government
Business Park Contract, which will additionally be terminated for convenience by mutual
agreement and there is no outstanding balance due, subject to the foregoing existing obligations;
a. launch List. All items in the existing Punch list in Phase 2 ("Punch twist") shall
be completed by Manhattan within ninety (94) calendar days after Payment of
this Agreement (attached as Exhibit A). Manhattan agrees to manage the sub-
contractors thereunder. In addition to the items on this Punch List, Manhattan
agrees to additionally make repairs on the stadium roof area that was a part of
Phase 1. This Punch List and the roof repair will be billed in three increments,
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at fifty percent (50%), seventy-five percent (75%), then one hundred percent
(100%) at the amounts allocated by mutual agreement by the attorneys for
County and Manhattan. It is agreed that Manhattan will commit their best efforts
to expedite the Punch List items as to Jensen Underground.
b. Close -Out Documents. As used herein, the Close -Out documents means the
product brochures, prod uctlequipment maintenance and operation instructions,
manuals, and other documents/warranties, as -built record documents, affidavit
of payment, release of lien and claim, as may be further defined, identified, and
required by the Contract, Manhattan shall provide and supply all Close -Out
Documents for Phase 2 to County as well as the As -Built documents for Phase
1.
8. Authority to Enter into Agreement. The individual signing below on behalf of
the County hereby represents that he has been delegated any necessary authority to enter into
this Agreement on behalf of the County and that his signature is binding on behalf of the County,
subject to approval by the Board of County Commissioners. The individual signing below on
behalf of Manhattan hereby represents that he has been delegated any necessary authority to
enter into this Agreement on behalf of the Manhattan and that his signature is binding on behalf
of Manhattan.
9. Construction of the Settlement Agreement. The Agreement is the joint product
of the Parties, and shall not be construed against any Party as the drafter.
10. Governing Law and Venue. This Agreement and all other documents executed
in connection with this Agreement are governed by and shall be interpreted under Florida law.
The sole and exclusive venue for any litigation among the Parties that may arise out of, or is
related to this Agreement, or any documents executed in connection with this Agreement shall be
a court of competent jurisdiction in and for Collier County, Florida,
11. Enforceability, In the event that any provision of this Agreement is found to be
void or unenforceable by a court of competent jurisdiction, the remaining provisions, in whole or
in part, shall continue to be enforceable to the greatest extent allowed by law and to the same
extent as if the void or unenforceable provision were omitted from the Agreement.
12. Cooperatign. The Parties hereby agree to cooperate and work in good faith to
carry out the terms of this Agreement and to execute or prepare any other documentation
necessary to effectuate the terms of this Agreement.
13. Acknowledgement of Independent Counsel[Tax Advice:, The Parties hereto
acknowledge and affirm that they have each been represented by separate legal counsel, or they
have had the opportunity to consult with legal counsel and their separate tax advisors as to their
respective rights and responsibilities hereunder. The Parties further represent that they have
read or have had read to them, and understand all terms and provisions of this Agreement, and
have not relied upon explanations from the Mediator, other parties to this Agreement, or counsel
to the other parties to this Agreement,
14. Entire Settlement Agreement. This Agreement contains the entire agreement
between the Parties, and all prior or contemporaneous negotiations or representations are
merged into this Agreement.
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16. Paragraph Headings. Captions and paragraph headings in this Agreement are
for convenience and reference only and do not define, describe, extend or limit the scope or intent
of this Agreement or any provision herein,
16. Attorney's Fees for Breach .of.Agreement. In the event any Party breaches this
Agreement, the party having to enforce this Agreement shall be entitled to recover its attorney's
fees and costs, through litigation and any and all appeals.
17. Counterparts and Facsimile Signatures. This Agreement may be executed in
counterparts with each copy being deemed an original. A facsimile signature on this Agreement
will be deemed to be equivalent to an original signature.
IN WITNESS WHEREOF, the parties hereto have set their hands on the date indicated
herein.
Signed, sealed and delivered in the presence of:
COLLIER COUNTY, FLORIDA
DateB
Prin ame:L
Ed Finn
6 ."_ Z O .. 2- 3
Date
Its."f'%�f
Attorney for qb�unty
Greg Woods V
MANHA` TAN CONSTRUCTION FLORIDA, INC.
Print Name;
Bob Vecer.,7
Att r ey for l�y `nh'attan
Geoff Lutz
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11.A.a
ATTEST:
Crystal K. Kinzel, Clerk of Courts
& Comptroller
Dated:
(SEAL)
Approved as to form and legality:
By:
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Rick LoCastro, Chairman
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Exhibit A
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