Agenda 01/09/2018 Item #16J 401/09/2018
EXECUTIVE SUMMARY
Seeking ratification of proposed settlement agreement and full and final mutual general release
between the County and Southern Sanitation in the amount of $2,546,110 for two invoices
originally billed at $2,817,900.00 which is a $271,790.00 (9.6%) reduction.
OBJECTIVE: Request that the Board ratify the proposed settlement between Southern Sanitation and
the County for $2,546,110 in full payment of the attached list of invoices originally presented for payment
of Invoice #13174 in the amount of $1,742,100, Invoice # 13156 in the amount of $1,075,800 It is further
understood that by executing this agreement, the parties have agreed to settle any and all claims from any
matters and/or Invoices enumerated above.
CONSIDERATIONS: On September 10, 2017 Hurricane Irma hit Collier County. Power outages and
other damages caused numerous utility facilities to fail. The Utilities Division required services from
Southern Sanitation, as well as other pumping providers, to continue operations under Southern
Sanitation’s contract #16-6609 as Primary Contractor for Sewage Hauling.
The County requested Southern Sanitation respond to handle sewage concerns. Southern Sanitation
responded with 3 trucks and requested the services of additional subcontractors for 50 additional trucks.
Southern Sanitation’s contract provisions include the following:
B. Method:
E. Method of Disposal:
The documentation noted above was not maintained by either Southern Sanitation or Collier County
Utilities. Various records were provided, however, they did not reconcile to the invoiced amounts. After
numerous meetings, telephone calls and other communications with County staff and the vendors
providing services it was agreed that an equitable amount be agreed upon to provide reasonable remedy to
the vendor as well as the taxpayers. The agreed amount results in a reduction of $271,790.00 to the
invoices presented for payment.
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01/09/2018
FISCAL IMPACT: Reduction in total payments due of $271,790.00.
GROWTH MANAGEMENT IMPACT: N/A
LEGAL CONSIDERATIONS:
RECOMMENDATION: For the Collier County Board of Commissioners to find of public purpose and
ratifying and approval of the proposed settlement agreement in the amount of $2,546,110.
Prepared by: Dwight E. Brock, Clerk of the Circuit Court and Comptroller
ATTACHMENT(S)
1. Southern Sanitation Settlement Agreement (PDF)
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01/09/2018
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.J.4
Doc ID: 4490
Item Summary: Seeking ratification of proposed settlement agreement and full and final mutual
general release between the County and Southern Sanitation in the amount of $2,546,110 for two invoices
originally billed at $2,817,900 which is a $271,790 (9.6%) reduction.
Meeting Date: 01/09/2018
Prepared by:
Title: Senior Staff Assistant – Clerk of the Circuit Court
Name: Jennifer Milum
01/03/2018 2:22 PM
Submitted by:
Title: Senior Staff Assistant – Clerk of the Circuit Court
Name: Jennifer Milum
01/03/2018 2:22 PM
Approved By:
Review:
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 01/03/2018 2:48 PM
Budget and Management Office Mark Isackson Additional Reviewer Completed 01/03/2018 2:56 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 01/03/2018 2:57 PM
County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 01/03/2018 3:06 PM
Board of County Commissioners MaryJo Brock Meeting Pending 01/09/2018 9:00 AM
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SETTLEME~T AGREEMENT AND FULL AND FINAL l\WTUAL GENERAL
RELEASE
This Settlement Agreement and Full and Final General Release ("Agreement") covers all
understandings between SOUTHERN SANITATION (hereinafter referred to as "SOUTHERN", a
tenn \'v'hich includes each and every officer, director, present and fonner employee, agent, parent
corporation or subsidiary, committee, affiliate and division, their successors, assigns, beneficiaries,
servants. legal representatives, administrators, fiduciaries, insurers. and heirs, both in their
representative and individual capacities) and Collier County. (hereinafter referred to as 11 COLLIER",
a term which includes each and every officer, director, present and former employee, agent, parent
corporation or subsidiary, committee, affiliate and division, their successors, assigns, beneficiaries,
servants, legal representatives, administrators, fiduciaries, insurers, and heirs, both in their
representative and individual capacities). The parties agree as follows:
l. For and in consideration of the promises made by SOUTHERN in Paragraph 2 of this
Agreement, COLLIER agrees to pay SOUTHERN the total lump sum of Two
Million, Five-Hundred Forty-Six Thousand, One-hundred and Ten do1lars
($2,546.110.00) in the form ofanACHdepositto SOUTHERN Sanitation, and other
good and valuable consideration. SOUTHERN understands and agrees that these
monies will be paid to them upon satisfaction of the conditions set forth herein, with
each party bearing its own costs and attorney's fees in this matter.
2. For and in consideration of the promises outlined in Paragraph 1 of this Agreement,
SOUTHERN agrees as follows:
A. To settle any and all claims and actions of any nature whatsoever between
SOUTHERN and COLLIER, and to release, acquit and forever discharge
COLLIER of and from all and any manner of actions, causes of action, suits,
rights to attorney's fees, debts, claims and demands whatsoever in law or
equity by reason of any matter, cause or thing whatsoever, and particularly,
but without limitation of the foregoing general terms, by reason of any claims
or actions arising from the Invoices submitted by SOUTHERN to COLLIER,
a copy of which is attached as Exhibit "A" as well as all other causes of
action. The foregoing is not a complete list, and SOUTHERN waives and
releases all similar rights and claims under all federal, state and local
provisions and al I other starutory and common law causes of action, including
breach of contract, negligence, negligent misrepresentation, quantum meruit,
promissory estoppel, as well as all c1aims for attorney's fees and costs under
any statute, role, common law cause of action or otherwise, by reason of any
conduct, matter, cause, act or omission arising out of or relating in any way to
the invoicing attached as Exhibit "A", existing at any time prior to this
Agreement, which SOUTIIERN may have had or may now have, whether
known or unknown, suspected or unsuspected, including claims asserted, or
Initials of COLLIER Pagel of5 Initials of SOUTHER.N
16.J.4.a
Packet Pg. 1034 Attachment: Southern Sanitation Settlement Agreement (4490 : Southern Sanitation Agreement)
in any other jurisdiction or forum whatsoever.
B. To not sue or make any claims against or invoh~ng COLLIER for any reason
arising from any conduct occurring from the beginning of time through the
date it executes this Agreement.
C. Thatthis settlement is made and accepted in compromise of a disputed claim
and does not, and shall not be construed to, constitute an admission by
COLLIER of any liability, violation of any federal, state, or local statute or
regulation, or violation of SOUTHERN's rights or any duty owed to
SOUTHERN.
3. COLLIER hereby remises, releases, and forever discharges, and by these presents do,
for their respective parent and subsidiary corporations, directors, officers,
shareholders, members, agents, representatives, attorneys, accountants, insurers,
successors in interest, heirs, e.xecutors, assigns, and administrators (collectively, the
"releasing parties"), remise, release, acquit, satisfy, and forever discharge each other,
and such panies' parent and subsidiary corporations, directors, officers, shareholders,
members, agents, representatives, assigns, attorneys, accountants, insurers, heirs,
executors, administrators, and successors in interest (collectively, the .. released
parties''), of and from an manner of action and actions, cause and causes of action,
which have been, could have been, or should have been asserted in that dispute
between SOUTHERN SANITATION, INC and COLLJERas a result of the invoices
attached as Exhibit "A". The released party shall not be deemed to have admitted
liability, which has been expressly denied, and the releasing party understands and
agrees that it is being provided to the party being released in full accord and
satisfaction of a disputed claim.
4. COLLIER agrees that a breach of this Agreement may result in irreparable and
continuing damage to SOUTHERN for which there will be no adequate remedy at
law. In the event of a breach of any provision of this Agreement by COLLIER,
SOUTHERN shall immediately be entitled to pursue any and all remedies it may
have against COLLIER in any coun of competent jurisdiction by specific
performance, injunction, or such other remedies and relief as may be available,
regardless of any contrary provision of this Agreement. COLLIER agrees that venue
for any litigation under this Agreement shall be in Col1ier County, Florida.
5. SOUTHERN acknowledges that, before signing this Agreement, consisting of five
(5) pages in total, SOUTHERN has read it, has been given a reasonable and sufficient
time period within which to consider it, and fully understands its tenns, content and
effect.
6. SOUTHERN and COLLIER represent and agree that they have participated equally
Initials of COLLIER Page 2 of~ ln~SOU111ERN
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Packet Pg. 1035 Attachment: Southern Sanitation Settlement Agreement (4490 : Southern Sanitation Agreement)
fo the negotiation of the terms and prov1s10ns set forth m this Agreement and tfiat no
presumption or interference shall apply against either party hereto in its construction.
7. SOUTHERN and COLLIER agree and acknowledge that, in the event a court of
competent jurisdiction finds that any portion of this Agreement is invalid, the other
---------p-ro-v~1~s1-onsSlla.Trremam m fully force and efTect.
8. It is further understood and acknowledged by SOUTHER.i'J and COLLIER agree that
the terms of this Agreement are contractual and not a mere recital, that the
Agreement contains the entire agreement of the parties hereto and that there are no
agreements, unde1 stm1dings or representations made by SO\StH£RN or COLl-Tfill,
except as expressly stated herein. This Agreement supersedes all prior agreements
and understandings between SOUTHERN and COLLIER. No cancellation,
modification, amendment, deletion, addition, or other changes in this Agreement or
any provision hereof or any right herein provided shall be effective for any purpose
---------unless specifically set furth -in-a subsequent written agreement signed by
SOUTHERN and an authorized representative of COLLIER.
9. SOUTHERN and COLLIER agree that this Agreement is entered into knowingly and
voluntarily~ after having the opportunity to fully discuss it with an attorney.
IN WITNESS WHEREOF, SOUTHERN and COLLIER have executed this SETTLEME1'1'T
AGllEEMENT AND FULL AND FINAL GENERAL RELEASE and has acknowledged that they
executed same of their own free act aind deed.
Dated: ____..t..;./ ;).:;=-_ -=;;;1'--/;..._-_I__.,]_
ST A TE OF FLORIDA
COUNTY OF
My Comriuss1on Expires: · ·
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)
Printed name of Notary Public
___ --~Iw~·u~·a1s...........,o~f~CO~LL.,..,,..IER~_ ________ Page~_ 3_of_5 ____ _
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Packet Pg. 1036 Attachment: Southern Sanitation Settlement Agreement (4490 : Southern Sanitation Agreement)
Dated: !z/t2f f1
'
STATE OF FLORIDA
COUNTY OF LEE
)
)
The foregoing instrument was acknowled ed befo
MICHAEL F. KA YUSA, who is personally
as identi
---~~---
My Commission Expires:
.··~~. SUSAN R MCGREGOR ~ MY COMMfSSION # FF923944
·., • EXPIRES October 04,<Z019 , ,ft,. . MCl.,caln
\.01 :19&.0l!ll FICMldl
Dated: --------
STATE OF FLORIDA )
COUNTY OF COLLIER )
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: ____________ ~
Penny Taylor, Chairman
The foregoing instrument was acknowledged before me this __ day of ____ __,
2017, by , on behalf of the BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, who is personally known to me or who has produced
as identification.
----~~~-
My Commission Expires:
NOTARY PUBLIC
Printed name of Notary Public
Initials of COLLIER Page 4of5 ln~SOUTHERN
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Packet Pg. 1037 Attachment: Southern Sanitation Settlement Agreement (4490 : Southern Sanitation Agreement)
Dated: I A -~ ~ -:Lz.
STA TE OF FLORIDA )
CLERK OF THE CIRCUIT COURT and EX-
OFFICIO CLERK OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER
CO FLORID
COUNTY OF COLLIER ) .
T • fore oin instrument was acknowledged before me this .. ) ~ of IJ_ · L , 2017,
by . ' on behalf of CLERK OF THE CIRCUIT COUR~ICIO
CL R OF THE BOARD OF COUNTY COMMISSlOl\'ERS OF COLLIER COUNTY.
FLORIDA, who is personally known to me or who has prod ed --------
as identification .........
My Commission Expires: q / .ZV /a I ~/// ---
TARYPUBLIC
) /,( ~i!JJ 11. /;Jeb.'ec-rt:'
Printed name of Notary Public
Initials of COLLIER Page 5ofs init~UTHERN
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Packet Pg. 1038 Attachment: Southern Sanitation Settlement Agreement (4490 : Southern Sanitation Agreement)