Backup Documents 07/25/2023 Item #11AORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP A
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 # I through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
_ c_-- A 1 .w.,. _t, W) r ., I.t. the A—W id anti forward to the Countv Attomev Office.
exce tion of the Chairman's si nature draw a tine through wuun
Route to Addressees (List in routing order)
111c3 " < uuvu .. ��, ��••• •�•� ••- -••--• — -
Office
- - -
Initials
Date
1.
2. (Enter your Dept here)
3. County Attorney Office
County Attorney Office
SRT/MB
!!//
7/25/23
4. BCC Office
Board of County
Commissioners
RL by MB
[S]
7/25/23
5. Minutes and Records
Clerk of Court's Office4
1/_ - -
PRIMARY CONTACT' IN T+'ORIVIA I RJIN
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
Name of Primary Staff
contact stair ivi auumunai vi -a- . .....,.....• ...
Madison Bird
Phone Number
26017
Contact / Department
Agenda Date Item was
7/25/23
Agenda Item Number
11 A
Approved by the BCC
Type of Document(s)
Mediated Settlement Agreement
Number of Original
1
Attached
Documents Attached
PO number or account
number if document is
to be recorded
ME i�q ! tall MIA
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
Np(Not
appropriate..
tial
A licable1.
Does the document require the chairman's signature? (stamped unless otherwise stated)
Fln
2.
Does the document need to be sent to another agency for additional signatures? If yes,
N/A
provide the Contact Information Name; A enc ; 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.
In most cases (some contracts are an exception), the original document and this routing slip
N/A
7.
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 _7/25/23_ and all changes made
during the meeting have been incorporated in the attached document. The County
Attorney 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
Chairman's signature.
Please email a completed copy to
Madison.Bird@Colliercountyfl.gov
P90
1: Forms/ County Forms/ BCC 1 26.05; 2.24.05; 11/30/12; 4/22/16; 9/10/21
11A
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 Construction 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. Dental 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 Discharge. 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 Discharne. 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(ies), 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:
Punch List. All items in the existing Punch List in Phase 2 ("Punch List") shall
be completed by Manhattan within ninety (90) 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,
2
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11A
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, 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. 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. Authorily 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.
8. 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. Cooperation. 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 CounselfTax 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.
3 CAO
11A
15. 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
Date
Prin ame:,
Ed Finn
��Aa
Attorney for 1
Greg Woods
MANHATTAN CONSTRUCTION FLORIDA, INC.
6--2-0-z3
Date
Print Name:
Bob Vecer�
Its:
Atterrfey for,M attan
Geoff Lutz
4
WE
I1A
ATTEST:
Crystal K.
& Cornn feat
1lprk of Courts
By:
Dated:
(S AL) -
/"�ICVJt &3 tc Midils
signature only . h
Appr ed as 7-4
form 1 gal'ty:
By:
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Rick LoCastro, Chairman
11A
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