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BCC Minutes 01/29/1987 S ~\.. ÎIf".··.· ..~.~.<.}... .... r ;~J:;~ - . ,.,~~'.;, I'····'.:· ."'. I. ~:.; ". So:. '..,' :tfí" , ~r ;~~j , '-~-"--^",~ .. ...... .. - Naples, Florida, January 29, 1987 LET IT BE REMEMBER~D, that the Board of County Commissioners in and for the County of Co.lier, and also acting as the Board of Zoning Appeals and as the governing board(s) of such special districts as 'î': Þl0.. . ~.., , ., "î", {, '.,' .~~. . j, 1~~ Î :.1" t'L:o' ·t..~· :; li\'~' f .~. : 'c,: :. - "" ,~. "'~; . fL r:-" ;.'" have been created according to law and having conducted business herein,' met on this date at 3:30 P.M. in SPECIAL SESSION in Building ~ ' "F" of the Courthouse Complex, East Naples, Florida, with the following membe~s present: ~, CHAIRMAN: Max A. Hasse, Jr. VICE-CHAII '1AN: Arnold Lee Glass , .. John A. Pistor ~r Burt L. Saunders Anné Goodnight Arlo· PRESENT: James C. Giles, Clerk 1 Maureen Kenyon, Deputy ~'lerk1 t~.~nald B. Lusk, County Manager1 Neil Dorrill, AssistantCou~ty Manager: Ken Cuyler, County AttorneYI and Robert Fahey, Solid Waste ..' '..,' Director ..... Ih,. ¡ AGENDA Discussion and action regarding options available to the Board relating to the Resource Recovery Service Agreement and related documents including, but not limited to, Board consideration of a 60-day extension to the Resource Recovery Service Agreement. RESOLUTION 87-30 AUTHORIZING THB CHAIRMAN TO BXECUTE AN AGREEMENT BETWEEN COLLIER COUNTY, RESOURCB RECOVERY OF COLLIER, INC., WESTINGHOUSE ELECTRIC CORPORATION AND SHAWMUT ENGINEERING RELATING TO THE RESOURCE RECOVERY SERVICE AGREEMENT - ADOPTED County Attorney Cuyler stated that this is an agreement for a 60 day extension upon certain bases under certain conditions, of the .r;~f,}~ t, ù'!' ~.t..J r ~ ,,' : '..; " - ; .. i ;!;'. COí' ¡ í Page'1 ~ .~, . ;'¡.; aOOK 101 P~r.t 15.9 r~¡":J í J ¡ " J t'u ",..-'--"_,.""....,..,.""',.'.~"""-"'..."".,,.,.,-_.," . '''.,....''..,-; ."''_._.""...,.",',--""~...._''''-,."''''._'''''''.,..,. :~' :: " ;¡ , j;~I~r. ; . ,~ .. '.'.' \.... '",',,', ':Jf1 I"", .:~' " " l"t; c' " I~~ " ,,·-J1~' ···œ .:\!~. 101 ,,<;t 160 ,¡ ¡ , i l' .':) January 29, 1987 Service Agreement between Resource Recovery of Collier, Inc. (RRC) and Collier County. He stated that he has just received some documen- tation from Shawmut and from Westingho\.¡ ,;, and there lire some issues that need to be resolved and some changes that need to be made. Ms. Maria T. DiPasquale, Special Counsel to the County in connec- tion with the Resource Recovery facilities negotiations, stated that this agreement is an attempt to provide for a mechanism to give the County an additional 60 days to negotiate with Shawmut and Westinghouse adding that, in addition, she has tried to clarify some things that were not clear in the Service Agreement, has also tried to receive reimbursement for some cost that the County has spent, and tried to preserve certain rights under the Service Agreement in case it is terminated. She stated that the Agreement is set up so that if the County, Shawmut and Westinghouse sent the notice in the prescribed 1.[ j form that is attached to the Agreement, then the Service Agreement will continue in effect and whatever negotiations have been held will be in place. She stated that if all three parties do not give this notice in the prescribed form before March 31, 1987, then a certain Bet of events goes into effect; the result of which will be that the Service Agreement will still be in existence but Shawmut and Westinghouse will not be part of the deal. County Attorney Cuyler stated that he has received some executed pages by telex which indicates Þ'estinghouse and Shawmut's agreement to the provision with some changes that wirl be reviewed, but this is not ... )) '- - - ~~ ~ ; '. , I ':. ¡, Page 2 . :( :,' t ,'¡ : t II " (. ~ ¡. ( ~ '') I c- ~ ~' t ¡.' ~.. ----......" 0_" -, ·...~'O__..'M...~_-.___ T .. '.... .. .. January 29, 1987 legal binding situatlon, adding that if the Board considers this Agreement and wants to proceed with it, he will explain what needs to be , done, but this will 110t be a final agreement until such time as he receives the documantation back from the other parties. In answer to Commissioner saunders, Mr. Cuyler stated that if the Board approves this Agreement, the Chairman will be authorized by resolution to execute i~ after certain conditions have been met, one being that the County has received the 'inal executed copies of that specific approved agreement from Westingnouse in addition to other conditions. He stated that if the Board approve~ this Agreement, it is a specific document that Westinghouse can sign or not sign. Ms. DiPasquale stated that this document was submitted to Westinghouse and~hawmut last night and telecopies'of signature pages that have been signed have b~en received with other pages of the Agreement with changes that they have proposed. She stated that these changes will have t~ be approved, also. County Attorney Cuyler stated that even though all the provisions of the Agreement cannot be recommended, he likes to see a final agreemant in front of the Board so that the Board can decide which provisions they want to approve or not approve. He stated that there may be a problem with some of Westinghouse' proposed changes, which is why he would like this done on a provision-by-provision basis. Ms. DiPasquale stated that on Page 3, Paragraph 3 of the Agreement, there is general release language. She stated in Paragraph Page 3 aOOK 101 f'1<;! 161 . .; ~ ~ \ ¡-: ) "_...."'-........-.~-....._-'"'....,.....",.~..,,""~'.,>...-."','_"'·"',_M'_~'~"'_",,_·,.,,"_," ~'··--'_______IIII.._"" I """ ~__"""'_,.._ _......,.-..'''''.,''''_''''''''.,.,''''.*~.'"".'''''''''"''.....".,."."',,",."._.~O>._".,."",,",~~,., _"_"'<>·"·_4>"~·_"~^,,,.~,C"".'_ aOOK 1011'A~r162 January 29, 1987 (a), the releases arp Westinghouse and ~esource Recovery of Collier and Shawmut releasing the County; Paragraph (b) is the County releasing Westinghouse, RRC, and Shawmut from any obligations. She stated that when this happens RRC will technically be owned by the County and W.~stin9house asked for relee.;, lIS between Westinghouse and RRC and vice versa, which is in Paragraphs (c) and (d). She noted that Paragraph (e) is a provision for the County to obtain an assignment of the stock in Resource Recovery of Collier, adding that control of the stock is needed to keep the Service Agreement in existence and, hope- fully, preserve tax benefits that are in existence. She stated that if there is a new Ser'lice Agreement with a new vendor, there may be tax benefits that are lost. She stated that the County will get the stock after everything is signed and then put il.to escrow and at the end of the 60 days if Westinghouse and Shawmut are no longer in the deal, then the County gets the stock; adding that if Westinghouse and Shawmut are still in the deal, then the escrow agent delivers the stock back to them. She noted that Paragraph (f) deals with the assignment and assumption agreement which is an assignment from Westinghouse back to the company so that if the County takes possession of the stock of the company, the County will also have back all of the companies rights under the Service Agreement. She stated that they are trying to get everything back the way it was before. She stated that there has been activity in connection with obtaining permits to this point, and in Paragraph (g) it is asked that i' ;, ~ 11',,,.' (.';':;' ! '. '1 , I Page 4 t ,: ..' ¿. './, .. - - .. "" .. .. January 29, 1987 Westinghouse, Shawmut 0: RRC, whoever is in position of certain permit document applications, deliver those permit documents to the County which are listed on Exhibit "E" of the Agreement. She noted that she received a telecopy from Wp.stinghouse prior to th~ start of the meeting and they have made changes to Exhibit "E". She stated that under the Air Quality Permit and Solid Waste Permit, they have deleted Item "c", which is the original permit. She stated that she feels that it was ëeleted because they do not have the original permit as it may not have been issued, but this needb :0 be investigated. She stated that if, in fact, the original permit has,~ot been issued, there should be a provision added that if-between now and March 31, 1987, it is issued, the County does want the original permit. She stated that also. ,on Exhibit "En under 3. consumptive use permit appli - cation and data and 4. well construction permit application and data, Westinghouse has addeè "per agreement of Paragraph 5" which deds wi th when this agreement is signed. She noted that Paragraph (9) on page 6 indicates that as soon as all the necessary items are received, a joint press release will be issued indicating that the parties have decided not to go forward with the project for economic reasons. She indicated that Paragraph (h) is an indemnification provision and (i) is also an indemnification, adding that in Item (h), the County asks Westinghouse to indemnify the County for any actions that any third parties might bring because of any activities that Westinghouse might have enga9~d in with third parties. She stated that in the next aODK 101 ",':: 163" Page 5 1..i t, '[I ;',1' l._ ..-..0".._.__'_......_______...."""',;,;;;''''''''........__...""'........... 101,J..t164 January 2~, 1987 paragraph the County has done the same , with regards to any third par- , ¡ ties. County Attorney Cuyler øtated that with regard to Item (j), Shawmut.originally requested a possible reimbursement in the amount of $250,000 which was negotiated down to $150,000 and was put in the document tentatively. ~e stated that this would be a reimbursement to Shawmut for (~ertain costs and expenses~at they claim they have incurred in furtherance of the bonds whiL~ would be reimbursable to them out of the bond proceeds if the County goes forward and uses the bonds. He noted that there is nothing to support the $150,000 figure at this point. Commissioner Glass stated that this particular issue is not based on any contractual agreement that the County has, adding that they should not even be considering a paragraph such as pargagraph (j) to pay Shawmut anything for reimbursable expenses. He stated that this paragraph is not acceptable and should be withdrawn anß.it throws the monetary balance of this contract out of balance. Mr. Cuyler stated that there is not a contractual provision whereby the County would be responsible for this, adding that the only provision is these expenses could possibly be reimbursable expenses if the County went forward. He stated that if the County were to ter- minate, they would not be able to recover these expenses from the County or utherwise. Assistant County Manager Dorrill stated that he had indicated that .....,;, Page 6 , ' 1 I"~ .. .. - """,^",.p"",,,~,,~.........~,,...-.,, ~"'"""'''''''-'''>'"'''''''''''''"",;,"" ''''''''""'''''''''~~-~'~~'''~''''^'..m_·''''_~________"'"'''''",,'N____.'""""""""....,........"'.,.=1,. ,.... ....""',..""""""'",.''''_."-~_..''''"','"._,,,~,..,,,',,'',.,,." ~ .""---- 101 PACE 166 January 29, 1987 that this is a proposal that was made by Shawmut and if the County uses the bonds with another vendor, they would like to recover their costs. Ms" DiPasquale statt:d that she feels that Shawmut will not be a party to thiB Agreement if this provisi, , i. no~ included and the County will not get an assignment of the stock and at that time, the Agreêment either terminates under the January 31, 1987, provision, continue with the agreement if Westinghouse does not terminate under the January 31, 1987, provision, and sue Shawmut for cost. In answer to County Manager Lusk, Ms. DiPasquale stated that this money would have to represent what is reimbursable under the Trust Indenture, which would mean that the money would have to be spent in furtherance of the County and the project. She stated that there has not been an itemization of expenses received from Shawmut, therefore, there is no knowledge of what kinds of expenses are being proposed. She stated that this is why it has been made clear in~he Agreement that the County will advance them the money, and then seek reimbur- sement from the Trustee later. She stated that the reimbursements would have to be made and determined by the Trustee in accordance with the Trust Indenture. Commissioner Saunders stated that it may be appropriate to find out from the Board by the way of an informal vote if this item should be deleted. He stated that he realizes that he will not be able to vote, but he is simply expressing a view on the matter. I" . " Page 8 II." .' ',1,1 I ¡., ' ~~, - - - .. .. - January 29, 1987 commissioner a1a8s moved, seconded by Commissioner Hasse, that Paraqraph "J" be deleted in ita entirety. Commissioner Saunders stated that in light of the fact that he has a èonflict of interest, he will abstain from voting, but expressed his support for the motion. " Upon call for the question, commissioner Pistor opposed, Commissioner Saunders abstained, and Co,'missioner aoodniqht indicated that ahe did not understand the issue. County Attorney Cuyler stated that this is a figure that has been suggested by Shawmut and they are interested in a" reimbursement in an amount of up to $150,000 under the following conditionsl if Collier County receives the stock, and if Collier County goes forward with some type of project. He stated that this provision gives them the ... ability to try and get the reimbursement, but if Paragraph "J" is stricken, then Shawmut would not have that ability. Commissioner Goodnight questioned if there was any cost associated ') with the permit, would they be able to recoup their cost if they turned over an original permit to the County, to which Ms. Dipasquale , ., " stated that she is not sure if it relates to the specific permit, but ~ : . bond counsel did indicate that there are costs associated with obtaining permits, like engineering studies. . Commissioner Goodnight stated that there will be an itemized list ! ~': r~ < 1 ! J ¡.; t' ,- f ...; " _ .., ¡ , ¡ , ; ,) ,; submitted to the Trustee and then he decides whether or not they can ·i..< I.; ;'1,1:. .' :j.,!,!¡ ;rL'; ,','1(.~ (.U¡"!;":.';'J:'.I~,d;jd be reimbursed up to $150,000. ; '!.J' Î I, ;',;';;t :.:" , , , . 2 f;;..Î ¡.¡' rJ 1: ¡. /'~~;, '{. . "," j" i .¡:. ~ - ~I (¡ r: :..r,k, r . ¡ &01JK 101rY.!1õ7 !' f. ", (t Page 9 ! ,\¡L 'f' ."';'"-,..,...-._..."""---"......,'~........"."".,',,,..._."._..."'-,_·~'--___"""'""_"OI;..--=·'__,_,·_ ~ ,. ~ aOOK 101mr168 January 29, 1987 Assistant County Manager Dorri11 stated that the understanding of what Shawmut is asking for does not put any burden nor requirement on the County to help them get the money, adding that the Trustee is the Sun Bank who is acting on behalf of the bondholders at the time that these funds are converted from escrow funds to permanent financing. After receiving an explanation regarding this issue, Commissioner Goodnight stated that her vote is agaL.:: the Dlotion. County Attorney Cuyler stated that this means the vote was 2/2, (Commissioners Pistor and Goodnight opposed), which means no action and the provision stays as is. In answer to Commissioner Hasse, Mr. Cuyler stated that the provi- sion will stay in as is, in the event that the Agreement is approved, adding that there is going to have to be a majority vote on this Agreement at some point. Commissioner Glass stated that if the provision stays in, he can- not vote for the Agreement. ".. Commissioner Hasse stated that if the provision is going to stop the entire agreement, there is no sense in going further. County Attorney Cuyler stated that there are three options available to the Board at this time; one is to have some kind of an agreement to extend the Service Agreement for some period of time to negotiate some further financial package 1 the second option is that if there is not a majority vote to terminate the Agreement, then the ori- ginal contract continues as is; and the third option is that the '~ I " , " 1> :tL :~. ~ j .¡¡ h 'J. q r, .' . ( . .' " ; ~ Page 10 .' I,t. '¡.' :¡ r'" ",c:..., r ;!:' r , ~ ':../ .. - - "·_,·..."·,,,.,.,,"'·__"';__F."'~...·"'W'O;___""'''',.~._w ~'.,. ."~'~''',.."',.,..._,,"'"'-- ~ -- - January 29, 1987 County terminates the ~on~ract with a majority vote. He stated that the County go~~ forward, Shawmut and Westinghouse can ter- In answer to Commissioner Hasse, Mr. Cuyler stated that Shawmut and Westinghouse's position has been that the contract was written under ce.tain financial assumptions, and that both parties had an opportunity to terminate if those assumptions did not come true and one of the assumptions that did not come true or meet the projections in the Agreemen~ is the power agreement. Ms. DiPasquale continued with the . ~lanation of the Agreement, stating that Item 4 states that RRC will not issue a~ymore stock, Item 5 is a cost expense which relates to engineering expenses that have been incurred in connection with obtaining some permits, and Westinghouse has' stated that this is the County's expense and the County should pay for them. She stated that Item 7 is a beneficial provision to the County that she is trying to preserve, adding that there is a provision in the Service Agreement that says if the bonds do not close that W~stinghouse will pay the,first $78,000 and will reimburse the County up to $78,000 in bond issuance costs. She stated that the concern was that if Westinghouse walks away from the Service Agreement or the bonds do not close then the County would no longer have that agreement with Westinghouse to get reimbursed, and the County has paid a little over $42,000 in bond expenses as of December 31, 1986. She stated that Westinghouse has agreed to put that amount , . Page 11 aODK 101"'<;~16,9 i G C ì 'f (,I . ~ ~ j l iJJJ ."··'"~'.'.""""..~M"";'""""""'''''''__",,,,,,,,,__ ~¥ ., __."__,_,>fl""'_,'_""""'_....,,.._,...._.~,~"..,..'".. ¡, ,'~ ';;'IP' " /.'...{...'.,,'.,....... ~ . '¡;'i ,", ,..... "ii' . /10:.' ;:. ~ . 101nr.:170 January 29, 1987 of money into escrow. She stated that Item 8 is simply that Florida law will govern the agreement; Item 9 1. a waiver of venue provision so that if there are any lawsuits, they will be held here. She stated that Item 10 is that the parties can execute this in counterparts 1 Item 11 is no third parties have any benefits under this Agreement; Item 12 is that time is of the essence 1 Item 13 is an authority provi- sionl and Item 14 is a provision that ~estinghouse asked to have included, which is a waiver. of soverei~, immunity and it was included in the original Service Agreement. She stated that Westinghouse has asked that the language that is in the document be modified to include additional language which she does not recommend. She stated that they wanted to broaden it to include any suit, action, claim or legal proceeding in law or equity that may be brought by Westinghouse or Shawmut against the County or, if applicable, RRC. County Attorney Cuyler stated that his recommendation is to not ..' insert that language. Ms. DiPasquale stated that Exhibit "A" is a form of notice that has to be sent; Exhibit "8" is the agreement for assignment and transfer of stock, adding that the County is basically purchasing a company that does not have much in the way of assets but it has been engaging in some activities and disclosure is needed from Shawmut who owns all the stock in Resource Recovery of Collier at this time. Commissioner Glass referred to Items 5 and 6 and questioned who has the contract with Missimer and what understanding is there with , ' {.' {,{; Page 12 "":'1 .. - - ~"'""'"'._''''"''''-,.",<---,,,,,;".._....",.>-,,--" ""'.""''''-_.- .. .. - January 29, 1987 regards to the contract and how was it developed? Mr. Dorrill stated that the agreement with Missimer is an item involving consumptive use water permits for the plant and it is a requirement of the County's and was in the original contract that was negotiated. He stated that the County did not own the plant and for reasons of not being familiar with requirements and characteristics of the actual devices and for coordinating purposes with the regulat~" agencies, the County allowed Westinghouse to coordinate all of the permits, adding that the agreement with Missimer is between West~nghouse and Missimer. He stated that there is no signed Agreement between Missimer and the BOArd although it is recognized thAt the obligation to acquire those permits and the ultimate ~~quirement to pay for them would rest with the;County. . .. ",,; Mr.' Dorrill stated that he was previously out of the meeting room for the express purpose of calling Mr. Charles Ezrine, who is; President of Shawmut in Baltimore. He stated that he indicated to Mr. Ezrine that the BOArd was confronted with a problem that could result in having no agreement or a lack of any agreement this date, adding that Mr. Ezrine reiterated his concerns that he was not trying to hold ransom the County, but that he does feel that he has expended funds for which ultimately this County might benefit if a vendor other than himself was used. He stated that he told him that he had explained the rationale to the Board and then asked if there could be a compro- mise. Mr. Dorrill stated that Mr. Ezrine indicated that he was not so Page 13 aOOK 101 ",q 171 rc.;' J ;, 'I ~.,.~"'-"" ,"""""-1~"~-' 101 ~r,t 172 January 29, 1967 much concerned about his money as he is with wanting to have the potential to remain involved in the Collier County Resource Recovery project, and he also indi~ated that he would agree to strike Paragraph "J" in its entirety if the County would agree and insert some language that would say that in the event that ~hawmut and Westinghouse are terminated at the end of the 60 day pe, _Jd and in the event that the County ever considers proposals from any other vendors, that Shawmut would not be precluded from joint venturing with some other vendor, including some other technology. He stated that he told Mr. Ezrine that he was not sure that he could be precluded, but Mr. Ezrine indi- cated that he would be willing to strike Paragraph "J" under those terms. ,. Commissioner Glas. moved, .econded by Commissioner Hasse and oarried 4/0, (Commissioner Saunders abstained), that Paragraph "J" be deleted in its entirety and that lanquage be added indicating that it .. . is not the County'S intention to exclude any vendor from consideration in the future, including Shawmut Eng!neerinq. County Attorney Cuyler stated that he would insert the proper language in the appropriate place. ,:,:. Commissioner Glass referred to Item 6 regarding Westinghouse paying the County $12,000 for payments made to R. W. Beck and stated that it was his understanding that this bill was $120,000. Mr. Dorrill stated that the original contract was for $108,000 and there was an upcharge of $12,000 that was required because of a con- /" I'~ : (:p . ' t i. ~ '_ ~ ¡ ".¡h; ; ",Page, 14 f 'J r·· ,\ . , t~:. , ~" -~. .. - - l'_ .~"~ 'm..."",".._=.."..."'''""'.......,......,''"''.·....«=''''....^...__._,;"...."..,........... ....'''"m''_...,""...._.. ..' .-.".-'""- "'""*''''''''~'''''''''' ,~,-_..__..- .. .. - January 29, 1987 fidentiality agreement that Westinghouse had with the manufacturer of the process. He noted that Westinghouse agreed to pay for the upcharge in order to maintain the confidentiality that was requested. He stated that the total sum that has been expended to date is approximately $80,000 and that work has been stopped based on a direc- tive from the County Manager's office, adding that the exposure is limited to $80,000 as opposed to $120,C00 and in addition the $12,000 that Westinghouse has already agreed to ,ay. He stated that if the County should proceed with Shawmut-Westinghouse, the costs are fully recoverable and if the County does not proceed with them, some of the information will be of use for work that will have to be done if there is a new vendor even though his technology will be different than what is being studied and evaluated. Commissioner.Glas~ questioned if this is an obligation of the County? Mr. Dorrill stated that the County has a signed contract with R. W. Beck based on the County trying to move the project in good faith and without the independent engineers report, the County cannot get a Letter of Credit which is the security and the backing for the bonds that are in question. Commissioner Hasse questioned who hired R. W. Beck, to which Assistant County Manager Dorrill replied the Board of County Commissioners approved the contract at a regular meeting. Commis~ioner Glass stated that apparently the contract is with the Board and not Westinghouse. Page 15 ~DDK 101f"<.! 173 ¡'C,Jl- " : t,'- t I ¡ ,'" I, ~ i . I .. ,~ 101PA!;t174 , , l' .,~.~ ~ January 29, 1987 Mr. Dorrill stated that the requirement then is that Shawmut pay this upcharge of $12,000. Ms: DiPasquale stated that as far as the oral agreements with other parties that RRC has made, there will be some itemization of those costs and anything that is outstanding as well as some method of being assured that all the liabilities ' ~e paid before the County assumes control of RRC stock. Ms. DiPasquale referred to Page 2, paragraph 5, indicating that this is protection against any representations that Shawmut or RRC may have made to third parties or any agreement they may have entered. She stated that an indemnification is needed from Shawmut and Conversion Industries, Inc. who Shawmut is now wholely owned by. She stated that she wants Conversion Industries to also back this indem- nification. Mr. Dorrill stated that this is for the protectiori"òf the County and County Attorney Cuyler stated that it is his recommendation that this remain in the agreement. Ms. DiPasquale stated that the only other agreement is the escrow agreement and Attorney George Varnadoe's firm is the escrow agent that wi~~ hold the stock of RRC and other documents and corporate items during this 60 day period. She stated that the $42,000 to be held in escrow for the bond expenses will have to be held under a separate escrow agreement which she will provide soon, adding that these funds will not be released until sometime beyond the 60 days when the bonds !':- " ~;",,~, I ' ,'~ . I;! , . Page 16 (' 'J ,'./~ - - """""."",,,,.-,,,,,._,,,,,,,,,,,,,,,,.,,',,",~,",,",,,.,".,,._--"......-,..- '-'"·--'...._·_,'-"·..~.,..,..·'~,·-"'I.."''''"·,-...;..·..-''"..'";.,,.,,,.'.,," ~,_.._,_,_.._~.;"~.,.,,,,~-...,,, " '__j""""""""_"'''".' "..._H",,,,,,,,,,,.,,,.~~..,,,,,~. .. - - January 29, 1987 come out of escrow or are redeemed. In answer to Commissioner Hasse, County Attorney Cuyler stated that there has been no discussion with regards to payment for Mr. Varnadoe and the Board can state that there is no agreement for escrow services. Ms. DiPasquale stated that there is no provision in this agreement about paying him. She noted that the n:, . agreement is labeled Exhibit "0" and i~ the assignment and assumption agreement where Westinghouse assigns back all its rights under the original service agreement. Clerk Giles stated that with regards to the agreement by Westinghouse to pay $42,208 for the costs expended as of December 31, 1986, there wilrõe a remarketing fee for breaking escrow in February and this does not include that cost. County Attorney Cuyler stated that on the bottom of Page e instead of saying through December 31, 1986, it could state through March 31, 1987, and not specify the amount, or it could state the amount of $42,208 and such other costs expended through March 31, 1987. He stb~ed that it could be taken care of in the language of the agreement. Ms. DiPasquale ~tated that the only other document was the stock- power and a signed copy has been received by telecopy. Mr. Cuyler stated that if the Board wishes to consider entering into this Agreement, he has prepared a resolution which will need to aOtlK 101 ",r.: 175 Page 17 fi ,_~ "~.~",."""-_.._. ","'... _.,-"',.,.,."._'-....;_~. T"f aDDK 101 pv,~ 176 Januery 29, 1987 be edopted that indicates that the agreement with all the exhibits is what is being approved through the resolution with the exception that Sub-sec~ion "J" on Page 7 will be deleted and appropriate language which indicates that the County would not in anyway preclude Shawmut from e joint venture relationship in the future if the County pursues resource recovery and at the bottom of Page 8 some language extending the date through which the County can &; , end certain bond costs and be reimbursed by Westinghouse, edding thet he would also like the authorizetion to correct any typographical errors which have been pointed out by Westinghouse. He stated that the language in Exhibit "E" regarding the air quelity permit and the original permit should indicate that if Westinghouse ever acquires those permits, they will be given to the County and to not follow Westinghouse' suggested changes under consumptive use permit end well construction permit that relates back to Peragraph 5. .. . He stated thet the basic reason for the resolution is to not only authorize the Chairman to execute the Agreement but because it is net in final form, there are a number of conditions that have to be met before the Chairman is authorized to execute this contract. He reviewed the resolution and its contents, noting that the February 5 date should be changed to February 9. He indiceted that on Page 2 of the resolution, Item #3, the word "Shawmut" ~hould be striken and "RRC" should be inserted 1 Item #5 should be striken in its entirety 1 and Item #6 should state documents set forth in "Section 1, Section 3, and'Section 4.....". Page 18 ~ .. .. _~~,."~..,">..,,,...,~>,,,.._,.",",,_ M""'_ """"",,_, _"."'''''''''_''''''~'__'"'.'''.''''_"';'''"_''",.'"",,,_,....,_._ .._--_._..;...,~,,-- ., '~'.,,,,,,,.,,,,",",,,-,,-,,,..,,,,,,,, .. ~.. "',-.-..--".""""'.''''.,."...".,--.-..,..-...-''''..-,...''''.........,..........".,"....... "..-- ..._---- .... .. .. - January 29, 1987 ..... Commissioner Saunders out of the room at 5100 P.M. ..... Commissioner Glass moved, seconded by Commissioner Pistor, that Resolution 87-30 authorizing the Chairman to execute an agreement bet- ween Collier County, Resource Recovery of Collier, Inc., westinghhouse Blectric corporation and Shawmut Engineering relating to the Resource Recovery Service Agreement be adopted, subject to the above-referenced changes. ')',,, .' 'Mrs. Kathleen Ennis stated that ther, is indication of con- tamination of water in test wells at the Collier County' landfill and the landfill fails two of the three criteria for ~iting. She stated that source recycling will be a major headache and will be expensive. She stated that she hopes that the Board will continue to negotiate with Shawmut-Westrnghouse, adding that a circulating fluidized bed is far superior to mass bJrning. She stated that she is extremely ner- vous about talk of another vendor. Mr. Bob Krasowski stated that if this agreement is signed the; deadline for the other parties would be February 9, 1987, and this is beyond the January 31, 1987, date where it is the County's option to withdraw from the project. He stated that a letter should be prepared that would be retroactive if the other parties do not sign the Agreement and would, therefore, remove the County from the contract if this agreement is not agreeable to them. Mr. John Keschl stated that previously he asked who Shawmut was and now he is asking who Conversion Industries is and where are aOOK 101 PA';t 177 they .' Page 19 , , ., ,- " .,'. It .-_,_...."'-'>...¡u.......'"'''''''.. "·''''·_''';'''--'''''''"~,._·_"-.,.,,,·____.It__,__,,._,,,_....,",,,,,,,,_,;.___-...~. ..-...-----, .."..,"'.<>-""'''"'....'''-> .~ aOOK 101 ,.,I;t 178 '} r ~ 'f , \t'"' 'I \ , '~ ,~ . . ..1: January 29, 1987 Mr. Dorrill stated that Conversion Industries is a solid waste and ~ engineertng development company from California who owns two mass burn projects on the west coast. He stated that he does not know the financial strengths or assets of the company, but the contention all 'along is that Westinghouse is the deep pocket and the security and backing that would be required for the 'roject. ..... Commissioner Saun~ers back in the room at 5:10 P.X. ..... Mr. Chester Dobeck stated that he has listened to the agreement and it seems to be a one sided affair, adding that Collier County has ~lreadY put up $80 million. Commissioner Glass stated that this money is a bond issue that is in e~è~ow and is not related to the County or Westinghouse, adding , ~ : if" 'that it is in reserve at the present time. I, Mrs. Ginger Westman stated that she would like to -sèe this matter L negotiated with good faith in an atmosphere without hostility even r, after the February 9, 1987, deadline. She stated that for everyone concerned, the County should maintain a posture of good faith. Upon call for the question, the motion oarried 4/0, (Commissioner Saun~ers abstaine~ - Form 8D til.~ with the Clerk). (See paqes / R;).. -,.;1. /3 , . > ~ - '.' , M( f;!: .. ; ,It ~,~: r r .lrÔ};";)or:'~'~; J .. t.ít:, (; I -;. .~ ,',~,' I ¡" "~.J . :~.\J~· :.Ji;:";t: ;>ð¡'-_ \,:c·;; "1 ; ('"r r. ¡ t}, , , ', ~:"-:)t' t'J:'¡; ¥ 1_' .,.. ,,.(.,. '.' " ~ ¡:;'-"',; ; ';1' ....".Page 20 ; '..:" ~ - - - ",..., '·"·'_M,,-,,,,".;""".~n~,""".~""W_""""_""'__ - I" ~ II rr...,,,,,""'";"';"""'"'_'''''.''''''''''._'",.'''''''_'''''''''_~'''."''' ,:;ji ,:,~~ :. ~.t~~ );~1 »';':~~ .-: j7~? "¡J , '~ "J oì'_I.; .. ..... .. - " It" :' , ¡/ h "r~''y r,s>!.' ,; There being no further business for ,the Good of the County, the ((. 1.11°"'1' ~'. r 'meeting, was adjourned by Order of the Chair - Timet 5:20 P.M. January 29, 1987 ' "'1 I *** d ' BOARD OF COUNTY COMMISSIONERS/ . BOARD OF ZONING APPEALS/EX ' , OFFICIO GOVERNING BOARD(S) OF ,SPECIAL DISTRICTS UNDER ITS CONTROL .~d'~ß ',:tAX . HASSE, JR., CHf\IRMAN . ';'J1~n! t..,¡. ~ I , "''It",,.., · ,Ii,,!,"o!.... ¡. ,~J\-" ATTEST: ; ¡~l": Ii1AMES ~~"GoIU;~ ¡'CLERK :, :;~;.; ,HI "..~"":~lo\...·.O~ e,:.,/··:'..U< \ q-' ,. II,~:"~.... ~.7 ~.......,..~,¿~ - '\.J , ~.:' "~1?!:' , ~2:.;~~~':-}1I:'" ~~~. , . LJo · "'-;~ ~ ~"~,- .... çÞ - ,.- ~ · 'Iu,~, .. ;.', '.).~ a" ." "~. ~ . - - , '-:..,: .":' '.' - -~), = C:' : : X¡~I' ~'~ \Th~S !' mi~qt.è$";approved ;11" - ,;.J.., ,,/. v \'\''I'~'" :. - '-'.....-'" .. -~, "\' ')' . as. 1'~8 !nt:t!~:.':!' or as corrected '....' '::":O"I~~\'Î" , J j ¡ ".,,:-~' ~¿ . . ,4 .. ,..' '., 'tt t t.... .,' ~~.". w,¡)!,r.t:l:~~ , , I by the Board on~';'1 'd./"...2¿:" /?//' :):. ': i ~Q'1 f " 1,,'1 :!"').fW;;: I .. ¡J ~ 1 ; .- " - '. -l~~; ,"~ tl~: ; ~ ' ! ; I '~ ; .\ :.! H". _ _. ;:' < :;i1i"lr+:-I!. 'I'"; ", " 'it' ,. .! .. "t :Lr.'''f '''T ';';" '; ; ;'1' {¡~ -, , :'~. ::..';:;." ~, ~,"',.,::<:':. ~r""" ' I I I' anew jl()jL~'~1jl~ Page 21 ,. ,1"",' b' . ; . B:J l' i' ~.",r . ~,~.:.; 11 '.. ("\:;:: i...'~:; -" ~ . .j î ~ ,~:; ,) ;:¥.; ¡ (; :: :_~ .~~ ('''''·':''/'¡t.~~'-l ~.('~;.r .~, ~.' k' t.. ~ t..' t~ _,'.¡J .:;.u H n oi rt lÎ ---'''"~--''''''~'""'-''',''';'"-,,,~ ....___.__;__.....I>W.'..~.,,';_..,.,;''''_"..'.'...,..'''"".~ ,.""·'"'"ò"',....""''',''_"...."..''"......,._..;'''.,',''"..,~"....