Backup Documents 05/23/2017 Item #12A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 12 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.
**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 CMG 05/24/17
4. BCC Office Board of County yr bLo
Commissioners J}.+-/sl
5. Minutes and Records Clerk of Court's Office
-n 512uit7 3:o/1pin
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. j
Name of Primary Staff Colleen M. Greene/County Attorney's z' 239-252-8400
Contact/ Department Office
Agenda Date Item was May 23,2017 >,7Agenda Item Number 12A
Approved by the BCC
Type of Document CVS Holiday Settlement Agreement Number of Original One
Attached Documents Attached
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,whichever is Yes N/A(Not
appropriate. — (Initial) Applicable)
1. Does the document require the chairman's original signatur STAMP OK CMG
2. Does the document need to be sent to another agency for adds ' nal si s? If yes, CMG
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 CMG
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 CMG
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 CMG
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 CMG
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip CMG
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 May 23,2017 and all changes made CMG
during the meeting have been incorporated in the attached document. The County
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Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
T� ° z
BCC,all changes directed by the BCC have been made, and the document is ready for the ,
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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MEMORANDUM
Date: May 25, 2017
To: Colleen M. Greene, Assistant County Attorney
County Attorney's Office
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: CBS Holiday Settlement Agreement
Attached for your records is one (1) original of the agreement referenced above,
(Item #12A) approved by the Board of County Commissioners Tuesday, May 23,
2017.
A copy of the original agreement has been kept by the Board's Minutes &
Records Department as part of the Board's Official Records.
If you have any questions, please call me at 252-8411.
Thank you.
Attachment
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SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is made and entered into by and between
Holiday CVS, L.L.C. ("CVS") and Collier County, a political subdivision of the State of Florida
(the "County") (CVS and the County are collectively "Parties"), and is effective on May 15,
2017.
WHEREAS, the County filed a condemnation action against CVS and RTG, LLC
("RTG") among other defendants, in Collier County v. Holiday CVS, LLC, et al., Case No. 13-
CA-259 (Fla. 20th Cir. Ct. 2013) ("Underlying Condemnation Action").
WHEREAS, the County filed an Amended Complaint against CVS and RTG in Collier
County v. Holiday CVS, LLC, et al., Case No. 16-CA-2106 (Fla. 20th Cir. Ct. 2016),which case
was later removed to the United States District Court for the Middle District of Florida in Collier
County v. Holiday CVS, LLC, et al., Case No. 2:17-cv-00014-UA-CM (M.D. Fla. 2016)
("Action").
WHEREAS,on April 10,2017,the Court dismissed the Action with prejudice.
WHEREAS, CVS believes that it is entitled to a judgment against the County for the
attorneys' fees and costs CVS has incurred in defending the Action("Fee Claim").
WHEREAS, on May 9, 2017, the County filed its Notice of Appeal seeking to appeal
the Court's dismissal of the Action("Appeal").
WHEREAS, the Parties desire to settle and amicably resolve all issues relating to and
arising out of the Action, Fee Claim and Appeal, and the Parties wish to memorialize their desire
in this Agreement.
NOW THEREFORE, for and in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
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acknowledged by the parties hereto, CVS and the County, intending to be legally bound, do
hereby agree as follows:
1. Settlement Terms. CVS agrees that it will waive and release CVS's Fee Claim
against the County in exchange for the County's agreement to file unopposed motions to dismiss
CVS from the Action and to dismiss its Appeal against CVS with prejudice in accordance with
Fed. R. App. P. 42(b), with the County bearing any costs or fees that may be due to any clerk's
offices.
2. Mutual Release. The Parties shall mutually release each other and their respective
successors, assigns, servants, affiliates, subsidiaries, divisions, parents, predecessors, employees,
agents, independent contractors, consultants, affiliates, officers, directors, members, attorneys, and
all other persons, partnerships, firms, corporations or legal entities of whatsoever kind or nature
in privity therewith, who are or might be liable in any way, from any and all claims, actions,
causes of action, legal, equitable or administrative proceedings, demands, rights, damages,
losses, relief of whatsoever kind or nature, costs, expenses, fees and compensation whatsoever,
which the Parties now have or which may hereafter accrue on account of or in any way growing
out of any and all known and unknown, foreseen and unforeseen, developed and undeveloped
damage(s) or loss(es) and the consequences thereof resulting from the Action, Fee Claim and
Appeal, from the beginning of the world to the date this agreement is last signed including, but
not limited to, all claims which were asserted or could have been asserted, and all relief sought or
that could have been sought in the Action. In making this release, the Parties agree they had the
advice of counsel in so doing, and do so freely and voluntarily. It is also understood that the
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settlement terms under this Agreement are not construed as an admission of liability, but as a
compromise of the Action, Fee Claim and Appeal.
3. Indemnification. If the Action is remanded back to the trial court after the Appeal,
the County agrees to indemnify and reimburse CVS for any damages, attorneys' fees and costs
that CVS incurs if CVS is added, or an attempt is made to add CVS, as a third-party defendant in
the Action to the extent authorized by Florida law.
4. Non-disparagement. From the effective date of this Agreement, the Parties agree
that each will not in any way disparage the other, or make or solicit any comments or statements
to the media or to others relating to the Underlying Condemnation Action, Action, Fee Claim or
Appeal that are derogatory or detrimental to the good name or business reputation of the other
party.
5. Attorneys' Fees and Costs. Each party shall bear its own attorneys' fees and costs
incurred regarding the Action, Fee Claim and Appeal. However, in the event of litigation to
enforce the terms of this Agreement, the prevailing party shall recover attorneys' fees and costs
incurred in such litigation.
6. Successors and Assigns. This Agreement shall be binding upon the parties hereto,
their successors and assigns.
7. Entire Agreement. This Agreement contains all of the terms and conditions and
Agreement of the Parties with respect to the subject matter of this Agreement, and all prior
negotiations, representations, agreements or warranties with respect to the subject matter of this
Agreement are merged into this Agreement.
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8. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be a duplicate original, but all of which taken together shall constitute one
and the same instrument; any of the parties hereto may execute this Agreement by signing any
such counterpart or counterparts. Facsimile and PDF copies shall be deemed originals.
WHEREAS, CVS and the County have caused this Agreement to be executed, sealed and
delivered, as applicable, by their duly authorized representatives, and is effective on May 15,
2017.
HOLIDAY CVS, L.L.C. COLLIER COUNTY, a political subdivision
of the Stat i•rida
CI - ,r4"/
/. 11/iy.._
By: Drouglas W. Phi i•ps By: de
Its: Vice President, Legal Its:
Date: S x-"V-11/ Date: /13/107-
ATTEST:
DWIGHT E. •i Ka Clerk
By: A/ ii
#51346875.y I Attest as tiChal 4
signature only
Approved as to form and legality
Olkefroyi lAtej4„f2_,
Assistant County Attorney
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