Backup Documents 04/14/2026 Item #16C 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 C 3
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#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
2. (Enter your Dept here)
3. County Attorney Office County Attorney Office N�l7�y�
4. BCC Office Board of County DK by MB
Commissioners [s] 1111
5. Minutes and Records Clerk of Court's Office S m Lib
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.
Name of Primary Staff Madison Bird Phone Number 2939
Contact/Department O o'r4 9( 11k plt.
Agenda Date Item was 4 (f r f Z6 �d C Agenda Item Number
Approved by the BCC 3
Type of Document(s) Number of Original
Attached Soo/co..(A `}a.uir,.t Documents Attached I
PO number or account �J
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)
I. Does the document require the chairman's signature?(stamped unless otherwise stated) MB
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name; Agency;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.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
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 tIfft,+ and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County Attorney r / an option'fii
Office has reviewed the changes,if applicable. 7.11P9 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 2 an option for
Chairman's signature. hh line__
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05; 11/30/12;4/22/16;9/10/21
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SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (referred to hereinafter as the "Agreement and
Release") is made and entered into this (y day of April, 2026, by and between the Board of
County Commissioners of Collier County, Florida, (referred to hereinafter as the "County") and
Zabatt Engine Services, Inc. d/b/a Zabatt Power Systems, Inc., a Florida for profit corporation
registered to do business in the State with offices located at 4612 Highway Avenue, Jacksonville,
Florida 32254 (hereafter referred to as "Zabatt")(collectively, the "Parties").
WITNESSETH
WHEREAS, the County entered into Agreement No. 23-8067 (referred to hereinafter as
the "Agreement") with Zabatt on or about June 27, 2023, to replace the existing generator and
fuel tank at Tamiami Well No. 23, both of which were nearing the end of their useful life (the
"Project"); and
WHEREAS, the Agreement provided that the Zabatt would reach Substantial
Completion within two hundred seventy (270) calendar days from the commencement of the
Project and Final Completion within thirty (30) days thereafter (the"Contract Time"); and
WHEREAS, on March 25, 2025, the County approved a Change Order allowing for a
90-day time extension (thereby allowing for 390 days to complete the Project) to accommodate
the manufacturer's delivery of a new generator and fuel tank, as it was not known at the time the
Parties entered into the Agreement that the production and delivery schedule of the new
equipment would be more than a year; and
WHEREAS, although the newly installed diesel generator manufactured by Cummings,
Inc. ("Cummings") went through the standard initial startup process by Zabatt, a certified
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Cummings representative, it encountered multiple alarms and the startup procedure was
discontinued;and
WHEREAS, thereafter Zabatt notified Cummins of the -problems encountered during
startup, causing the manufacturer to send representatives onsite to perform diagnostic testing,
which failed to determine the cause of the problem; and
WHEREAS, Cummins' factory personnel continued to attempt onsite repairs to the
generator after Zabatt's Substantial Completion date passed, with Cummins ultimately
concluding that a full engine replacement was the recommended course of action;and
WHEREAS, upon learning Zabatt would need to coordinate with Cummins to obtain a
replacement engine County staff issued a stop-work directive to cease the further imposition of
liquidated damages, which currently stands at twenty-six (26) days at $253.00 per day, totaling
$6,578.00;and
WHEREAS, Zabatt's delay in timely Substantially and Finally Completing the Project as
required in Section 5 of the Agreement is primarily a manufacturer-related issue,which is largely
out of its control and cannot be solely attributed to Zabatt; and
WHEREAS, had the County known that the issue that caused the delay in the timely
completion of the Project was a mechanical defect outside of Zabatt's control it would have
issued its stop work order prior to the Substantial Completion date to avoid the imposition of
liquidated damages against Zabatt; and
WHEREAS, there is currently four (4) clays under the Board-approved Contract Time
for the Project, and the Parties agree to add an additional forty-five (45)days,for a total of forty-
nine (49) days, to complete the repairs necessary to deliver the full project scope including but
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not limited to the delivery and installation of the replacement engine, conducting the generator
startup, and finalizing the SCADA integration; and
WHEREAS, as a further part of this negotiated settlement agreement the Parties agree to
waive the existing liquidated damages in the amount of$6,578, with the Parties agreeing that the
County maintains a reservation of rights to impose all the aforementioned existing liquidated
damages available under the Agreement should Zabatt fail to complete the Project by the
expiration of the above agreed upon forty-nine(49)days of existing Contract Time;and
WHEREAS, the Parties, without admitting any liability or fault by either of them, now
seek to resolve all time-related disputes because both the County and Zabatt recognize the costs
and uncertainties of litigation if the Parties were to pursue such remedies; and
WHEREAS, the Parties intend through this Agreement and Release to resolve any and
all time-related claims that have been asserted or that could have been asserted by either the
County or Zabatt that arise from, or refer or relate in any way, whether directly or indirectly, to
the Project with the exception of claims by the County for latent defects, warranty items, and the
County's reservation of rights to impose the liquidated damages waived should Zabatt fail to
( reach Final Completion of the Project within the Contract Time as more fully stated in
paragraphs 6,7 and 8 of this Agreement and Release;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
considerations set forth in this Agreement and Release, the sufficiency of which is hereby
acknowledged, and with the intent to be legally bound, the Parties mutually agree to the
following:
1. The Parties agree to adopt and incorporate the foregoing recitals, sometimes
referred to as"Whereas clauses" by reference into this Agreement and Release.
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2. For its part, the County agrees to: (a) waive the existing liquidated damages in
the amount of $6.,578 for Zabatt's failure to complete the Project by the
Substantial Completion date (as extended by Change Order No. 1) established in
Section 5 of the Agreement, and (b) grants Zabatt forty-five (45) additional clays
to the Agreement's Final Completion Contract Time (in addition to the existing
four (4) days that remain after the County issued its stop-work order), which
additional clays Zabatt may show in its subsequent Pay Application(s) submitted
to the County in connection with closing out the invoicing on the Project.
Notwithstanding the County's agreement to waive the existing liquidated
damages and providing the additional 45 days to complete the Project, should
Zabatt fail to complete the Project within the additional days granted by the
County, the County shall be entitled to seek recovery of and/or set off the
liquidated damages it is agreeing to waive herein from any future payment to
Zabatt, as well for any additional days beyond the Contract Time granted that it
takes to certify the Project as reaching Final Completion.
3. For its part, Zabatt has and hereby acknowledges that the Project did not timely
meet Substantial Completion, that twenty-six (26) days of the Contract Time
passed after the Substantial Completion date before the County issued a stop-
work order, and that the County is authorized to assess the per day amount of
liquidated damages provided in Section 5 of the Agreement.
4. Zabatt further agrees that in consideration for the County's granting an additional
forty-five (45) days to the Contract Time to fully complete the Project: (a) Zabatt
shall and hereby does waive all claims against the County, whether known or
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unknown, that it may now have or may have in the Future whether for time or
money that in any way whatsoever relate, refer to or arise from Agreement No.
23-8067, aside from any amount which is presently owed under the Agreement,
and (b) 'Labatt agrees that the County reserves its right to collect the liquidated
{ damages that it has agreed to waive under this Agreement and Release, as well as
imposing liquidated damages for any additional days it takes Zabatt to reach Final
Completion beyond the forty-nine (49) clays total Contract Time, if Zabatt does
not complete the Project within that revised Contract Time.
5. The Parties agree that this Agreement and Release shall become one of the
contract documents for purposes of the Project and Agreement No. 23-8067 and
shall operate to supersede and replace all prior agreements and understandings
with respect to the specific issues governed by this Agreement and Release.
6. Except for any remaining balance owed for work performed on the Project,
including any retainage and final payment, which payment(s) will follow standard
Payment Application invoicing policy as provided in Agreement No, 23-8067 and
the terms of this Agreement and Release, and except for any claim to enforce the
• terms and conditions of this Agreement and Release, Zabatt on behalf of itself, its
officers, owners, employees, ex-employees, predecessors, successors, and assigns
shall and hereby does fully, finally, unconditionally and forever release, acquit,
remise, satisfy and forever discharge the County, its elected officials, officers,
employees, former employees, attorneys, agents, representatives, predecessors,
successors, insurers, sureties and assigns from any and all matter of action or
actions, cause or causes of action, suits, debts, dues, sums of money, accounts,
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reckonings, covenants, charges, damages, obligations, liabilities, contracts,
promises,judgments, executions, claims, complaints, legal or equitable, whether
known or unknown, which Zabatt has asserted, could have asserted or may have
against the County that relate or refer in any way to or arise directly or indirectly
from the Project or Agreement No. 23-8067 from now through the end of the
world.
7. For its part, effective upon Final Completion of the Project, the County shall and
hereby does fully and finally and unconditionally release, acquit, remise, satisfy
and forever discharge Zabatt from any claim, cause or causes of action relating or
referring in any way to Zabatt's performance of work for the Project or
Agreement No. 23-8067 provided that the County and Zabatt agree that the
County hereby reserves its right to enforce the terms and conditions of this
Agreement and Release as well as its right to recover all legal and equitable relief
for: (1) any defects related to the Project of which the County could not
reasonably have been aware as of the effective date of this Agreement and
Release, (2) any warranty items on the Project for which Zabatt has any
responsibility within the applicable warranty period, and (3) the recovery of the
existing liquidated damages in the amount of $6,578 and such other accrued
• damages as set forth above, in the event that Zabatt fails to complete the Project
within the additional Contract'l'ime granted to it by the County.
8. The Parties hereby acknowledge and agree that this Agreement and Release shall
only modify their respective rights, prerogatives, obligations and liabilities under
the Project or Agreement No. 23-8067 to the extent expressly stated herein, and
6 (urn),
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that all such rights prerogatives, obligations and liabilities otherwise remain fully
intact and are hereby preserved. The Parties agree to cooperate and work in good
faith to carry out the terms of this Agreement and Release and to execute or
prepare any other documentation necessary to effectuate the terms of this
Agreement.
9. The County's warranty under Agreement No, 23-8067 shall begin from the date
of the County's acceptance of Final Completion of the Project.
10. This Agreement and Release shall be governed by the laws of the State of Florida.
11. This Agreement and Release may be amended only by a written instrument
specifically referring to this Agreement and Release and executed by the Parties
with the same formalities as this Agreement and Release.
12. This Agreement and Release is freely and voluntarily executed by the Parties after
they have been apprised of all relevant information concerning this Agreement
and Release and after they have received advice of their respective counsel. In
executing this Agreement and Release, the Parties do not rely on any
inducements, promises, or representations other than the promises or
representations set forth in this Agreement and Release. In this regard, the Parties
acknowledge that this Agreement and Release is the product of mutual
negotiation and no doubtful or ambiguous provision that may exist in this
Agreement and Release is to be construed against either Party based upon a claim
that the Party drafted the ambiguous language or that the language in question
was intended to favor one Party or the other. In the event that any provision of
this Agreement and Release is found to be void or unenforceable by a court of
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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.
13. The effective date of this Agreement and Release shall be the date upon which it
is approved by the Board of County Commissioners of Collier County,Florida.
IN WITNESS WHEREOF, the County and Labatt have executed this Agreement and
Release as evidenced in the following signature blocks:
ATTEST: BOARD OF COUNTY COMMISSIONERS
Cryt „, Ie[hClerk of Courts COLIPIER COUNTY,FLORIDA
:'. Dt;puty erk Dan Kowal, Chairman
RfS
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Appr xect as to form and legality:
Sc R. Teach
Deputy County Attorney
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ZABATT ENGINE SERVICES,INC.
d/b/a ZABATT POWER SYSTEMS,INC.
BY:
Sandra Sabatier, Secretary
Print Name and Title
WITNESSES:
Signed Nan e
Jeremy Siegel .
Printed Name
Signed Name
Edwin Vergara
Printed Name
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