Backup Documents 11/09/2010 Item #16K7ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP1 6 K 7
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office the completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines # 1 through 44 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 throng routine lines # I through 44, complete the checklist, and forward to Sue Filson line #5).
Route to Addressee(s)
List in routing order
Office
Initials
Date
1.
Initial
Applicable
2.
November 9, 2010
Agenda Item Number
16K7
3.
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
4 Scott R. Teach, Deputy County Attorney
County Attorney Office
Number of Original
11 /10 /10
5 Ian Mitchell, BCC Supervisor
Board of County Commissioners
Documents Attached
tl
to (O
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. 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, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item_
Name of Primary Staff
Scott R. Teach
Phone Number
(239) 252 -8400
Contact
Initial
Applicable
Agenda Date Item was
November 9, 2010
Agenda Item Number
16K7
Approved by the BCC
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
Type of Document
Mutual Settlement Agreement and Release
Number of Original
2
Attached
County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully
Documents Attached
INSTRUCTIONS & CHECKLIST
*Ian Mitchell & Minutes & Records: The County Attorney's Office agreed to accept a copy of James Newkirk
and his counsel's signatures instead of original signatures on the document.
C Forms/ County Forms/ BCC Forms / Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26 05, Revised 2.24.05
<a natter _number))/udocument_number»
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is appropriate.
Yes
N/A (Not
Initial
Applicable
1.
Original document has been signed /initialed for legal sufficiency. (All documents to be signed by the
SRT
Chairman, with the exception of most letters, must be reviewed and signed by the Office of the
County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the
County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully
executed by all parties except the BCC Chairman and Clerk to the Board and possibly State
Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's Office and
N/A
all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the document or
SRT
the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and
SRT
initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip should be
N/A
provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are
time sensitive and require forwarding to "fallahassec within a certain time frame or the BCC's actions
are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 11/09/10 and all changes made during the meeting
SRT
have been incorporated in the attached document. The County Attorney's Office has reviewed
� FM
the changes, if applicable.
Z
Please return one executed document to Scott R. Teach, Deputy County Attorne .
SRT
*Ian Mitchell & Minutes & Records: The County Attorney's Office agreed to accept a copy of James Newkirk
and his counsel's signatures instead of original signatures on the document.
C Forms/ County Forms/ BCC Forms / Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26 05, Revised 2.24.05
<a natter _number))/udocument_number»
16K7
MEMORANDUM
Date: November 15, 2010
To: Scott Teach, Deputy County Attorney
County Attorney's Office
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Mutual Settlement Agreement and Release with
Insituform Technology Inc. to complete repairs on sewer
lines in North Naples (Pertaining to Contract #03 -3455)
Attached for your records is an original copy of the agreement referenced above,
(Item #16K7) approved by the Board of County Commissioners November 9, 2010.
If you have any questions, please contact the Minutes and Record's Department at
252 -8406.
Thank you.
Attachment
16K7
MUTUAL SETTLEMENT AGREEMENT AND RELEASE
This Mutual Settlement Agreement and Release (the "Agreement ") is made and
entered into this 9th day of November, 2010 by and between The Board of County
Commissioners of Collier County, Florida (the "County ") and Insituform Technologies,
Inc. ( "ITI "), a Delaware corporation (each is a "Party" or collectively the "Parties ").
WITNESSETH:
THAT WHEREAS, ITI was the prime contractor on Contract # 03 -3455,
"Trenchless Sewer System Rehabilitation Contract Services" (the "Contract "), for a
cured -in -place sewer rehabilitation project for the County which Involved lining of the
main sewer lines at various locations in the County under Work Orders CCWW -05 for
Area 1 -3 and CCWW -12 for Area 1 -4 (the "Work Orders "); and
WHEREAS, the County unilaterally terminated ITI's Contract for convenience
and thereby the Work Orders by letters dated April 13, 2007 and May 30, 2007 (the
"Termination "); and
WHEREAS, the Parties disagreed on the amount of money the County owed to
ITI for the work completed through the date of Termination; with ITI having submitted
two (2) invoices — Invoice #14128902 -2 dated 9/10/2008 for Area 1 -3 in the amount of
$284,136.00 and Invoice #14128903 -1 dated 911812008 for Area 1-4 in the amount of
$303,110.00 (the "Invoices "), together representing $587,246.00 in outstanding
payments due ITI (the "Outstanding Amount). Copies of the Invoices are attached
hereto as Exhibit 1;" and
WHEREAS, the County incurred costs of $23,969.00 to have the various line
segments cleaned and post videotaped by another company to determine the actual
work completed by ITI referenced in the Invoices. A copy of the April 20, 2010, invoice,
line 5, for the post videotape of the sewer lines is attached hereto as Exhibit "2" (the
"Clean/TV Costs "); and
WHEREAS, ITI has agreed to give the County a $23,969.00 credit for the
Clean/TV Costs such that ITI and the County agree to a final settlement amount of
$563,277.00 (the "Settlement Amount"); and
WHEREAS, the Parties, through Its representatives, have met on two occasions,
most recently on September 27, 2010 to discuss the issues and attempt to reach a
mutually agreeable resolution; and
WHEREAS, the Parties desire to memorialize the agreements reached at the
September 27, 2010 meeting in this document and set forth each Party's actions and
responsibilities; and
16K7
WHEREAS, in order to avoid the risks and costs associated with protracted
litigation, the Parties hereto have agreed to compromise and settle, in accordance with
this Agreement, all controversies and claims currently pending between them and any
and all claims related in any manner to the Contract which could have been asserted
between the Parties whatsoever.
NOW THEREFORE, In consideration of the mutual promises and covenants set
forth below, the Parties agree as follows:
1. Duties of the County;. The County agrees to be responsible for the
following items:
a, That immediately upon approval of this Agreement by the Board at its
November 9, 2010 Meeting, County staff shall Issue a Purchase Order
( "PO ") to ITI in the amount of $563,277.00 for the Settlement Amount
owed to ITI; and
b. The County will waive any Contractual obligations for ITI to perform
any further lateral grouting on the Contract; and
c. That upon completion of the ITI duties set forth below, the County will
make full and final payment to ITI of the Settlement Amount within
thirty (30) days of ITI submitting post tape videos that verify ITI's
satisfactory completion of all duties.
2. Duties of ITI. ITI agrees to be responsible for the following items:
a. ITI will perform, either with its own forces or with one or more
subcontractors, all of the repair Items on the two County Evaluation
Spreadsheets dated 9/27/2010 attached hereto collectively as Exhibit
"3." Such repairs shall begin upon (1) the execution by both Parties of
this Agreement; (2) the issuance by the County Staff of the PO
referenced in paragraph 1(b) above, and (3) ITI providing a hard
schedule, safety plans and a Maintenance of Traffic ( "MOT ") before the
issuance of a Notice to Proceed from the County.
b. ITI shall complete the punchlist repairs identified in Exhibit "3" as
quickly as possible in full compliance with the Contract requirements,
including providing current Certificates of Insurance;
c. Upon completion of the punchlist repairs, ITI shall submit post video of
all of the repairs to verify the completion of the punchlist repair work;
and
d. ITI shall provide the County with all documentation ITI has regarding
the lateral grouting that had been completed prior to the Termination.
16K7
e, ITI shall comply with all County Transportation Right of Way, Public
Utility, and National Association of Sewer Service Companies
( "NASCO ") standards.
ITI shall provide the County with forty -eight (48) hours advance notice
to be present as to those repairs that will be accomplished that may
not be clearly detectable by review of the post videotape that will be
provided by ITI after completion of the punchlist repairs.
3. Release of Claims by ITI and County Subject to the full performance of
the obligations hereunder, ITI and County, for their shareholders, directors, officers,
agents, affiliates, predecessors, successors and assigns, hereby release and forever
discharge each other from any and every claim, debt, demand, cause of action,
obligation, damage and liability of any nature whatsoever, whether or not now known,
suspected or claimed, and whether sounding In contract or in tort, which either Party,
Jointly or severally, ever had, now has or claims to have against the other Party, by
reason of or related in any manner to the Contract.
4. Costs and Attorneys, Fees. The Parties shall bear their own respective
costs and attorneys, fees in connection with the preparation and execution of this
Agreement.
5. No Admissions. It is understood and agreed that the releases and
covenants contained herein are in settlement and compromise of disputed claims, and
the consideration paid or accepted hereunder, as well as the terms of this Agreement,
Including the characterization of the Payments are not to be construed as admissions of
liability by any Party hereto, by whom such liability is expressly denied.
6. Binding Effect. This Agreement and the releases and other covenants
contained herein shall be binding upon, and shall inure to the benefit of, the Parties,
their predecessors, successors, heirs, assigns and other persons or entities released
under the terms of this Agreement.
7. Intearation: Amendments Further Documents. This Agreement
constitutes a single, Integrated written contract expressing the entire agreement of the
Parties, and it may be amended only by an agreement in writing signed by the Parties
hereto. This Agreement contains the entire agreement between the Parties and no
conditions precedent or subsequent exist which are not contained herein.
8. Severabtlity. This Agreement shall be considered severable, such that if
any provision or part of it is ever held invalid or unenforceable under any law or ruling,
that provision or part shall remain in full force and effect to the extent allowed by law,
and all other provisions or parts of this Agreement shall remain in full force and effect.
16K7
9. Representations Regarding Authority. Each individual executing this
Agreement on behalf of a corporation, a limited liability company, organization or entity
represents and warrants that he or she has full authority to enter Into and execute this
Agreement on behalf of such corporation, limited liability company, organization or entity
and to thereby bind said corporation, limited liability company, organization or entity.
10. Execution in Counterparts. This Agreement may be executed in
counterparts and by facsimile signatures, and all taken together shall become effective
and binding upon the Parties at such time as the signatories hereto have affixed their
signatures. All counterparts so executed shall constitute one agreement, binding upon
all Parties, notwithstanding that all the Parties are not signatories to the original or the
same counterpart.
11. Construction. Each Party has cooperated In drafting of this Agreement.
If this Agreement is in any way interpreted or construed, it shall not be construed
against any Party.
12. Jurisdiction. All questions relative to the execution, validity, Interpretation
and performance of this Agreement shall be governed by the laws of the State of
Florida.
IN WITNESS WHEREOF, the undersigned Parties have executed this Mutual
Settlement Agreement and Release having read and fully understanding the provisions
hereof.
%'•,f�Q�:ur ,
b'WIOHTE: ^BROCK, Clerk
A� as to form and
I al s c'en
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLLER COUNTY, FLORIDA
By:
FRED W. COYLE, Chairman
Type /print witness name
Approved as to form
, and legal s iency:
By: —(/
Tod O'Donoghue, n ral Counsel
North American R
INSITUFORM TECHNOLOGIES, INC.,
By:
J s kirk,
ne al Mnager, a t Region
16K7
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9@Q1rjZ,
PO Bmr 416 J, LV•• K I/
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• R moe 9 63 -3198
904-M -3198
INVOICE
Co®i ®r Craun
692T ShftW Street
ih+PTes. 4109
/o # DCWW-06
8215 8" Disunater ((1- 8 ft deep)
228 Rekrstatemord of Sovk* Laterals
21 Bypass 89 Sewer Set-W
21 Bypass 4" Pomp
657 Warranty TV Survey (Pre TV & Clean)
k. Y.I. X 3 ♦ Y• x M I
eaymcm
In- Atuform Teelan"ea, Inc.
P.O. BOX 281374
ABanta, GA 30394 -1374
it EXHIBIT
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Clfttce U" Oray
Insituform Technologies, Inc.
P.O. Box 281374
AUtnts, GA 303841374
TOTAL
Office Use Only
ORIGINAL
W/O # CCW W -12
6608
8' Diameter (0 - 5 ft deep)
32.00
211,456.00
229
PO Box 41629
Invoice No.
14128903 -1
Insrhwhorm
Jacksonville, FL 32203
F1 U. E.
0.
rh.Il2�
Phone 904262 -5802
Fax
315.00
5,355.00
15412
904a97-3199
fE6 -SINHIbE
-
Customer
Collier County_
Date
11/8/1007
6027 Shirley Street
P.O. #
4500076565
Naples. FL 34109
Project No.:
14128903
Insituform Technologies, Inc.
P.O. Box 281374
AUtnts, GA 303841374
TOTAL
Office Use Only
ORIGINAL
W/O # CCW W -12
6608
8' Diameter (0 - 5 ft deep)
32.00
211,456.00
229
Reinstatement of Service Laterals
1.00
229.00
17
Bypass 8' Sewer Set -up
530.00
9,010.00
17
Bypass 4' Pump
315.00
5,355.00
15412
Warranty TV Survey (Pre TV & Clean)
5.00
77,060.00
Insituform Technologies, Inc.
P.O. Box 281374
AUtnts, GA 303841374
TOTAL
Office Use Only
ORIGINAL
IMLL TO:
joswol,
I P 0 4 0 0 0
COLLIER COUNTY
3301 C TAMTAMI TRAM
16K7
MNIWPwlnecop.
REMIT TO:
i 8m REuABLE PARKWAY
C.H A ,IL 60588
PHONE: 317-29310278
NAPLES FL 34112
COLLIER COUNTY
3301 E. TAMIAMT TRAIL 311 632 66
NAPLES rL 34112
PAGE t I
LOCATIONS NAPLES. VL
CREW TYPE: ex METHOD CREW
PRODUCT
PHASE.11 INSTALL 8- MILLER EX-PlPf
PwosE 11 REVwTATr AW GROUT LATERALS
p"Aw 14 INSTALL a- "LLUM EX-411PE ..I E C E I V E D
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CLEM 400 TV &WIN 1-3 APR 3 0 ?0%
FINANCE DEPT,
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7 -,VED
DATE
"211
umrTs
RATE
EXTENSION
556.00
30.00
16740.00
12.00
.,l.00
12.00
376.00
20.00
11200.00
7.00
-,`J-OQ
7-00
14999.00
29969 AO
SUB TOTAL:
s2OO9.60
zwjolcE GROSS:
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SALES TAX AMT
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INVOICE MET-
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