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Backup Documents 10/22/2019 Item #12A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO Atg A t THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT 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 routingzlines#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 10/22/19 ka �\\g 4. BCC Office Board of County `` Commissioners \cS/ \O\Z3t\c\ 5. Minutes and Records Clerk of Court's Office 'Ckn' 11•060m 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 mi ing information. Name of Primary Staff Scott Teach/County Att rney's Office Contact Information 239-252-8400 Contact/Department Agenda Date Item was October 22,2019 Agenda Item Number 16 Approved by the BCC C 12G3Type of Settlement Agreement and Release in the Number of Original ol^c) Document Attached contract dispute case styled Johnson Documents Attached Controls, Inc., v. Collier County Board of County Commissioners, 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 . • hever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signa 6 - STAMP OK Ste' ,1„IIt4 2. Does the document need to be sent to another agency for additio : signatur- . f 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 010/22/2019 and all changes made SRT during the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes, if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made, and the document is ready for the an option for Chairman's signature. this line. ***Please send an electronic copy to Sandra Herrera (Sandra.Herrera(a?colliercountyfl.gov) at the County Attorney's Office*** ***RUSH ITEM*** 12A MEMORANDUM Date: October 23, 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 in the contract dispute case styled Johnson Controls, Inc., v. Collier County Board of County Commissioners, Case No. 2019-CA-3326 Attached, you will find an original copy of the settlement agreement referenced above (Item #12A) approved by the Board of County Commissioners October 22, 2019. The second original document has been held by 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 12A Ann P. Jennejohn From: Ann P.Jennejohn Sent: Wednesday, October 23, 2019 12:58 PM To: HerreraSandra; NeetVirginia; HayesJessica Subject: Settlement Agreement Item#12A (10-22-2019 BCC Meeting) Attachments: Item #12A (10-22-2019 BCC Meeting).pdf Good Afternoon, AK original copy of the agreement referenced above (attached) is ready for pickup in this office. Thank you! Ann Jennejohn BMR Senior Deputy Clerk 400.1 ic�rk.r Clerk to the Value Adjustment Board Office: 239-252-8406 Fax: 239-252-8408(if applicable) s - Ann.Jenneiohn@CollierClerk.com Office of the Clerk of the Circuit Court &Comptroller of Collier County `1k«„,c:." 3299 Tamiami Trail, Suite#401 Naples, FL 34112-5324 www.CollierClerk.com 12A SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE("Agreement") is made this October 11, 2019,and entered into by and between the parties referred to as Johnson Controls,Inc. ("JCP'), and Collier County("CC"). JCI and CC shall sometimes be collectively referred to herein as "Parties"or individually as a"Party." The Parties hereto contract with reference to the following facts and terms: A. JCI and CC were under contract under two separate agreements: Agreement No. 10-5373 and Agreement No. 15-6432,whereby JCI agreed to provide labor,materials,equipment, and materials work to CC in connection with a number of separate projects (collectively, the "Project"),located at various project sites throughout Collier County,Florida. B. JCI issued the following invoices to CC for the Project: (1) Invoice Number 00039146441 on May 23,2016 for$37,170.00 of which $3,264.68 is still outstanding; (2) Invoice Number 00040158679 on April 28,2017 for$43,072.65 of which $5,038.34 is still outstanding; (3) Invoice Number 00040158761 on April 28,2017 for$54,745.20 of which $11,646.51 is still outstanding; (4) Invoice Number 00041583371 on August 30,2018 for$1,609.46 of which $1,609.46 is still outstanding; (5) Invoice Number 00041584804 on August 30,2018 for$4,130.05 of which $4,130.05 is still outstanding; (6) Invoice Number 00040858890 on December 20,2017 for$665.00 of which$665.00 is still outstanding; Cq 12A (7) Invoice Number 1-26677330936 on November 4, 2015 for$6,400.00 of which$5,092.67 is still outstanding; (8) Invoice Number 00039100481 on May 9,2016 for$29,874.00 of which $6,856.87 is still outstanding; (9) Invoice Number 1-33982816534 on May 13,2016 for$5,371.00 of which $1,428.34 is still outstanding; (10) Invoice Number 1-34182118159 on May 20,2016 for$16,576.12 of which$4,354.47 is still outstanding; (11) Invoice Number 1-35050023337 on June 13,2016 for$13,149.50 of which$3,748.02 is still outstanding; (12) Invoice Number 1-35610392024 on June 27,2016 for$3,803.85 of which $494.98 is still outstanding; (13) Invoice Number 1-35973333847 on July 7,2016 for$8,210.80 of which $8,210.80 is still outstanding; (14) Invoice Number 1-36017211108 on July 8, 2016 for$7,550.97 of which $7,550.97 is still outstanding; (15) Invoice Number 1-36853937809 on August 3, 2016 for$4,393.74 of which$731.41 is still outstanding; (16) Invoice Number 1-37629338022 on August 30,2016 for$15,294.80 of which$4,702.94 is still outstanding; (17) Invoice Number 1-38801985813 on September 15, 2016 for$7,610.80 of which$619.30 is still outstanding; -2- 12A (18) Invoice Number 1-40621389753 on September 21,2016 for$7,008.84 of which$1,469.90 is still outstanding; (19) Invoice Number 1-40623433451 on September 21,2016 for$12,690.75 of which$1,056.95 is still outstanding; (20) Invoice Number 1-40663091018 on September 22,2016 for$13,606.25 of which$4,390.04 is still outstanding; (21) Invoice Number 1-40876285880 on September 29,2016 for$14,894.70 of which$1,417.53 is still outstanding; (22) Invoice Number 1-40916982079 on September 30, 2016 for$12,906.50 of which$2,926.16 is still outstanding; (23) Invoice Number 00039569417 on October 7, 2016 for$49,073.00 of which$7,263.81 is still outstanding; (24) Invoice Number 1-43406787052 on December 22,2016 for$81,091.73 of which$7,166.24 is still outstanding; (25) Invoice Number 1-43419472671 on December 22,2016 for$340.00 of which$340.00 is still outstanding; (26) Invoice Number 00039856838 on January 24,2017 for$2,477.00 of which$2,477.00 is still outstanding; (27) Invoice Number 1-48866437197 on April 24,2017 for$6,906.16 of which $195.63 is still outstanding; (28) Invoice Number 148867397265 on April 24,2017 for$1,959.10 of which $34.00 is still outstanding; -3- 6 12A (29) Invoice Number 1-49912458018 on May 18,2017 for$1,124.70 of which $146.70 is still outstanding; (30) Invoice Number 1-51426599643 on June 13,2017 for$3,785.98 of which $257.07 is still outstanding; (31) Invoice Number 1-51698771309 on June 26,2017 for$4,990.48 of which $264.09 is still outstanding; (32) Invoice Number 1-51717396241 on June 27,2017 for$576.00 of which $576.00 is still outstanding; (33) Invoice Number 1-51723578058 on June 27,2017 for$288.00 of which $288.00 is still outstanding; (34) Invoice Number 1-51726052583 on June 27, 2017 for$576.00 of which $576.00 is still outstanding; (35) Invoice Number 1-51870540021 on June 29, 2017 for$871.04 of which $871.04 is still outstanding; (36) Invoice Number 1-51890920250 on June 29,2017 for$393.61 of which $393.61 is still outstanding; (37) Invoice Number 1-51907975292 on June 30,2017 for$4,698.40 of which $4,698.40 is still outstanding; (38) Invoice Number 1-51909715428 on June 30,2017 for$5,945.27 of which $5,945.27 is still outstanding; (39) Invoice Number 1-51913403484 on June 30,2017 for$4,286.77 of which $4,286.77 is still outstanding; -4- 12A (40) Invoice Number 1-52032247241 on July 7,2017 for$14,096.24 of which $4,787.94 is still outstanding; (41) Invoice Number 1-52096662401 on July 11,2017 for$13,826.20 of which $3,439.25 is still outstanding; (42) Invoice Number 1-75304980405 on August 28,2018 for$2,640.00 of which $2,640.00 is still outstanding; (43) Invoice Number 00041585146 on August 30,2018 for$1,384.78 of which $1,384.78 is still outstanding; (44) Invoice Number 00041585825 on August 30,2018 for$3,458.71 of which $3,458.71 is still outstanding; (45) Invoice Number 1-85963973104 on April 22,2019 for$11,040.00 of which$10,000 is still outstanding. C. JCI asserts that it is due in excess of$132,895.70 pursuant to the above invoices,relating to the Project. JCI asserts that additional amounts are due for work specified in the above invoice for lost profits and overhead,including interest and attorneys'fees incurred in attempting to collect amounts due,that exceed$176,529.20 as alleged in the below referenced Action. D. CC asserts than an amount less than$132,895.70 is currently due for the above invoices. E. JCI filed a lawsuit,encaptioned Johnson Controls Inc.v.Collier County Board of County Commissioners, in the circuit court of the Twentieth Judicial District Circuit Court Collier County, as case number 2019-CA-3326 on August 19,2019,against CC (the"Action"). F. A compromise and resolution agreement has been reached, between the Parties, -5- C 12A and is set forth herein below. Pursuant to the compromise,CC shall agree to pay a compromised settlement amount of$105,000.00("Full Payment Amount")to satisfy the above listed invoices. SETTLEMENT TERMS The foregoing Recitals shall be incorporated into this Agreement,and it is further agreed by and between the Parties hereto as follows 1. CC agrees the Full Payment Amount of$105,000.00 must be received by McGuinness&Associates according to the following schedule on or before November 1,2019. CC understands that the above payments must be received by McGuinness&Associates via wire transfer on or before the above dates to be timely. 2. CC's payments will be made via electronic wire transfer to the Joseph McGuinness&Associates,A Professional Law Corporation IOLTA Trust Account("Client Trust Account"). The wire transfer instructions are attached hereto as Exhibit A.The payments must be received in the Client Trust Account by the dates set forth above to be considered timely. 3. This agreement shall be executed by all Parties hereto by October 24,2019. 4. Time is of the essence with respect to any and all obligations and duties created by this Agreement. The payment amount and date set forth in Paragraph One(1)of this Agreement are each material to this Agreement. Failure to adhere to make a timely payment as set forth in Paragraph One(1) shall constitute a material breach of this Agreement. In the event that the payment required by this Agreement is not received when due,CC shall be in default of this Agreement. If CC is in default under this Agreement,JCI may pursue its action to collect the entire claim amount,which is in excess of$132,895.70,less any payment made under this -6- 12A Agreement, along with all other remedies for damages that it may have been entitled to recover in the Action. 5. Once the Full Payment Amount has been timely received by JCI and those funds are timely vested in JCI,then, except for the obligations expressly provided in this Agreement, JCI and CC hereby release, acquit and forever discharge each other and their agents,heirs, successors,assigns, servants,employees,officers,directors,attorneys, insurers and predecessors from any and all actions,rights or claims,existing on this day which arise out of or relate to the above listed invoices and/or the Action,and JCI and CC shall waive as against the other all rights to attorney's fees incurred to date, court costs incurred to date, or other costs incurred to date in connection with pursuing amounts owed for the above listed invoices, including but not limited to those costs relating to or arising out of preparation, filing, service and, response. 6. Upon the Full Payment Amount being timely received by JCI and those funds being timely vested in JCI,JCI shall dismiss the Action with prejudice. 7. It is further understood and agreed that this settlement contained herein is not to be construed as an admission of liability on the part of any Parties hereto or any of the other persons or entities hereby released,and that each Party and other person or entity hereby released denies any responsibility or liability to the other. 8. Each of the Parties further agrees that said Party has carefully read the foregoing and understands that this Agreement is a settlement agreement and release,and further that each Party has reviewed and discussed the same with their counsel and knows the contents herein and has discussed the legal effect hereof and signs the same of their own free act while of sound -7- 12A mind and while not being affected by alcohol, drugs, economic duress, menace,fraud,or undue influence whatsoever. 9. This Agreement embodies the entire understanding of an agreement between the Parties hereto and the terms of this release are contractual and not a mere recital and each Party hereby represents and warrants that said Party is not relying on any representations or promises other than those contained herein and that this Agreement and the releases as provided for herein can only be changed, altered,modified in any respect, by an instrument in writing and signed by the party against whom enforcement of any waiver, change,modification or discharge is sought. 10. Each Party hereto further agrees that in the event of any dispute,or litigation between any of the undersigned and any of the Parties named herein arising out of this Agreement or the settlement contemplated hereby, including the necessity of any such person to defend any action which has been covered hereby or to prosecute any action to enforce this Agreement,the prevailing party shall recover all costs and expenses, including all remedies for damages that it may have been entitled recovered in the Action. 11. This Agreement is prepared,negotiated and considered entered into in Collier County,Florida and governed by,construed and enforced in accordance with the laws of the State of Florida and enforcement of said Agreement shall be venued in Collier County,Florida. The Parties expressly consent and submit to the jurisdiction of the Collier County Circuit Court or any other court of competent jurisdiction in Collier County,Florida. 12. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective agents,heirs,representatives,successors, assigns, servants, employees,officers, directors,attorneys, insurers and predecessors. -8- 12A 13. The Parties hereto represent that they have not heretofore assigned,transferred or granted or purport to assign,transfer or grant any of the claims, demands and causes of action disposed of by this Agreement. 14. All persons executing this Agreement on behalf of any entity hereby represent that they have proper authority to do so and to bind the entity to it. 15. Each Party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement,the same shall not be construed against any Party on the basis that the other Party was the drafter. 16. In the event that any court holds any provision,term,covenant, or condition of this Agreement to be invalid,then any such invalidity shall not affect any other term,covenant, or condition and the remaining provisions of this Agreement shall be given full force and effect pursuant to the laws of the State of Florida, unless such invalid term, covenant,or condition is a material part of this Agreement. 17. A waiver by any Party of an existing or future default of any provision of this Agreement shall not be construed as a continuing waiver or a waiver of any subsequent default and any subsequent default of any provision herein may be enforced as if no waiver had ever been made or granted. 18. The Parties hereto agree to execute and deliver any and all other documents reasonably necessary to effectuate the terms and intent of this Agreement 19. This Agreement may be executed in counterparts which together will constitute a binding agreement. -9- I 2 A In consideration of the foregoing,the Parties hereto do execute this Agreement and agree to be bound by the terms contained in it. ATTEST: BOARD OF CO Y COMMISSIONERS Crystal kugek Cl5rk OF COLLIE/e ORIDA •4111- •. • . • e By: Cie Wi am L.McDaniel, Jr.,Chai an Atfoita,,,10 . Date: Signatft*Ct Approved as to-form and legality: cott R.Teach Deputy County Attorney Item# a•eit Agenda •* Date 10-2 a-t41 Date -16,„}a.5.4et Rec'd eputy rk 40- 12A Dated: i0 I 1 4 ( ► 1 On behalf of Johnson Controls, Inc. By: ald Name: ,Seffre7 S• F7-)41....., Its: f/ o/ile-/f L,10i1- Iosep P. Ti ui nes E.q. Attorney for Plaintiff STATE OF CLt-6r'kti COUNTY OF L.z)., s THIS SETTLEMENT AGREEMENT AND RELEASE BETWEEN JCI AND COLLIER COUNTY, FLORIDA WAS SWORN TO and subscribed by , before me on this [`7 day of atabt.k. , 2019. SleX34 G �h'(.� -�-- Personally Known x Signature of Notary Public or Produced Identification ?write )14CEj�r%hh��iS Commissioned Name of Notary Public Type of Identification Produced (Please print, type or stamp) My Commission expires: -.. . - See Sacked 6;//-/‘-.7 74ch PATRICE MCGUINNE55 Notary Public-California Los Angeles County Commission#2246996 My Comm.Expires Jul 12.2022 -11- 12A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENNT�•�/ CIVIL CODE §1189 w\_+M19+.'ai c� v� .cy .:, .A.C -._. _ _ _ _ vC�CA.�'1?sl •. 0 -V..v. l.a.o. -p`.h^. .•.h•e.•.o..�1 ":'.w•. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and nbt the truthfulness,accuracy,or validity of that document. State of California County of as '5 ) n' on0th brie' 11 011 before me, P�1 Ce, �I.i i neSS - / X10 r Alb/1,C- Date t4 b/►,L' Date G�/- Here Insert Name and Title of the Offi r ' personally appeared J0 x42 I G . Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. PATRICEMCGUINNESS WITNESS my hand and official seal. Notary Public-California z Los Angeles County Commission k 2246996Signature My Comm.Expires Jul 12,2022 f Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Documentenea-Arrheitt aek4150.cument Date: Od hev Iii 1'I? Number of Pages: 1/ Signer(s) Other Than Named Above: s _ Al )l.J Ca imed by Si• er(s) i'� ,5 �R1 �� Signer's Nam- 0 �• � • � ► S Signer's Nam ❑ Corporate Officer — Title(s): ❑Corporate Officer — tle(s): ❑ Partner — ❑ Li ited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual X Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee A ❑ Guardian or Conservator ❑ Other: !!-- ti Other: , i 7 o l i2e• Signer Is Representing JOLthfox7Oh/'+vJ' Jt GSigner Is Representin.• • . . ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 1 2 A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 � `,q�n�.'nw :AJ!v. :�'�.N.c�.a.l✓:� wNIY,i ♦s. .'..N vo •.A w4 w'S, 01 t"';. •_v. .r. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and nbt the truthfulness,accuracy,or validity of that document. State of California County1of Los Alleles n On v o ✓ 1 avlll before me, psirriCG 14 6 6114i rah«6 - Ncsr RRpLk-II (- Date HereInsert Name and Title of the Offi er personally appeared -Der-Freq./ S . 1lu5/ -n' Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SE..o.,F PATRICE MCGUINNESS Notary Public-California z '4 - x: Los Angeles County Signature !� -c -': ,La*,„' Commission#2246996 ``''°`' My Comm.Expires Jul 12,2022 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document e�c, ncdQi Title or Type of Document:&1O ' + !�' Document Date: 0dihry /Jdrill' Number of Pages: // Signer(s) Othe Than Named Above:LSep.rYy,C.ui i-u-,C45 Ca ' (ies) Claimed by igies Signers Namhe -iteSigner's s Name:'�� • ��-tl hkrt.'SS ❑Corporate Officer -/I"itle(s): ❑Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Partner - ❑ Li ite ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual Attorney in Fact ❑Trustee ❑Guardi. or Co servator ❑Trustee ❑ Guardian or Conservator kr Other:7 .i Ilei ❑ Other: Signer Is Representin•• .lv-a ./a .. •Ala' ,o,Signer Is Representing: A.$,s,-rrnLDI-ti l� tri cam. ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 12A Exhibit A 12A 2019-Wire Transfer Information Bank: Chase-JP Morgan Chase Bank,N. A. Account Name: JOSEPH MCGUINNESS &ASSOCIATES, A PROFESSIONAL LAW CORPORATION IOLTA TRUST ACCOUNT Routing Number: 322271627 Account Number: 155205179