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Home My WebLink AboutAgreement_General_03/09/2017_Waste Management Settlement Agreement SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release is made and entered by and between LIGHTHOUSE COVE AT TEQUESTA CONDOMINIUM ASSOCIATION, INC., a Florida not - for - profit corporation ( "Association "), and WASTE MANAGEMENT INC. OF FLORIDA, a Florida Corporation ("Waste Management "). R E C I T A L S WHEREAS, Waste Management provides solid waste and recycling collection services ( "Services ") to the Village of Tequesta pursuant to a franchise agreement which has been in place in several iterations since 2012 ( "Franchise Agreement "); and WHEREAS, Association receives such services; and WHEREAS, prior to the Association forming, the condominium that it represents was an apartment complex that was billed for solid waste and recycling services directly by Waste Management pursuant to the Franchise Agreement; and WHEREAS, the apartment complex converted to condominium in 2003/2004 and was placed on the tax roll for purposes of billing of Services; and WHEREAS, each condominium unit was billed individually for Services beginning in 2004; and WHEREAS, no notice was given to Waste Management by the Village that this had been done; and WHEREAS, Waste Management continued to bill the Association for Services during such period that the individual units remained on the tax roll; and WHEREAS, ASSOCIATION and WASTE MANAGEMENT desire to settle ail issues arising out of the provision and payment for such services, and to mutually release and discharge each other from any and all claims or liability arising from the issues raised during their business dealings; NOW THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by each party, the parties agree as follows: 1. Recitals The foregoing recitals are true and correct and are herein incorporated. 2. Payment Simultaneously with the execution of this Settlement Agreement and Release by all parties, Waste Management shall pay to Association $150,000 in full settlement of all Claims of the Association (as defined below). 3. Genera/ Release Association on its own behalf and for its representatives, officers, directors, shareholders, successors and assigns ( "Releasors "), hereby releases and forever discharges Waste Management, its affiliates, subsidiaries, predecessors, successors, related entities, direct or indirect parent companies, insurers, the current and former officers, directors, shareholders, employees, attorneys, and agents, (any and all of which are referred to as "Releasees ") from any and all past, present and future charges, complaints, claims, promises, agreements, causes of actions, damages, and debts of any nature whatsoever, known or unknown (collectively, "Claims "), which Association has, claims to have, or has ever had, or ever claimed to have had against Waste Management, its representatives, successors, assigns, affiliates, subsidiaries, parents, officers, directors, shareholders, employees, including but not limited to any and all Claims in contract (including any warranty arising therefrom), in tort, under statute or regulation, in common law, or otherwise, and including the Claims brought or that could have been brought up to and including the date of this Settlement Agreement and Release. 3. Full Settlement and Satisfaction Each party agrees that the release of claims and other covenants herein are given in full settlement and satisfaction of any and all claims and rights to any sums of money or other benefits of every nature and description which Association might have against Waste Management, whether provided for in writing or orally. It is understood and agreed by each parry that any payments due or claimed by a party to be due have been fully settled pursuant to the terms of this instrument. 4. Non - Admission Each party acknowledges and agrees that no party admits in any way that its respective conduct was improper, wrongful, or in violation of any law. This Settlement Agreement does not constitute and should not be construed as an admission by any parry of any liability or wrongdoing or any violation of federal, state, or local law, regulation or ordinance and to the extent such construction appears to the contrary, any such interpretation is hereby denied. 5. Successors and Assigns Each party represents and warrants to the other party that it has not assigned, pledged or sold its respective claims to anyone else and that each party hereto has full authority to enter into and execute this Settlement Agreement and Release. This Settlement Agreement and Release shall be binding upon and shall inure to the benefit of each of the parties, including, but not limited to, the individuals included herein and their respective heirs x p , executors, administrators, legal administrators, successors and assigns. 6. Counsel and Time to Consider Each party agrees that in deciding to execute this Settlement Agreement and Release: (a) Each party has consulted with an attorney of such party's own choosing regarding the impact and affect of signing this Settlement Agreement and Release; (b) Each party has relied entirely upon such parry's own judgment and that of any legal counsel or advisor employed by such party in assessing the extent and merit of any claims, including the likelihood, if any, of prevailing on those claims, and the amount of damages, if any, which such party might receive in the event any such claims were successfully established against another parry; (c) no fact, evidence, event or transaction currently unknown to a party, but which may hereinafter become known to such parry, shall affect in any way or manner the final and unconditional nature of this Settlement Agreement and Release; (d) Each parry's execution of this Settlement Agreement and Release is a completely voluntary act; and (e) Each party has been afforded a reasonable period of time by the other parry within which to consider the terms of, and to decide whether or not to sign, the Settlement Agreement and Release. 7. Full Integration The parties agree that this Settlement Agreement and Release contains the final and entire resolution between the parties and that there are no representations, inducements, arrangements or promises outstanding between them, either oral or in writing, other than those expressly contained herein. No waiver, amendment or modification of this Settlement Agreement and Release shall be valid unless in writing and duly executed by the party against whom enforcement is sought. Failure of any party to exercise any of its rights hereunder shall not be construed as waiver or prevent any party from thereafter enforcing the terms and conditions thereof. 8. Applicable Law. This Settlement Agreement and Release shall be controlled, construed and enforced in accordance with the laws of the State of Florida. 9. Future Cooperation Each party agrees to cooperate with giving effect to the purposes and terms of this Settlement Agreement and Release, including, but not limited to, the execution of additional documents reasonably deemed necessary to another parry to document or perfect such party's rights under this Settlement Agreement. 10. Assumption of Attorney's Fees, Costs, and Other Expenses. Each party agrees that each party shall assume and pay its own respective attorney's fees, costs and other expenses incurred in or arising out of the negotiation and preparation of this agreement, and each party specifically releases the other party for any obligation to pay or reimburse the other for any attorney's fees, court costs and other expenses incurred in or arising out of the negotiation and preparation of this agreement. 11. Release of Vi/ /age of Tequesta Each of the Association and Waste Management release the Village of Tequesta from all Claims (as defined in Paragraph 3 above) relating directly to the billing of the Association for solid waste and recycling services through the date of this Agreement. IN WITNESS WHEREOF, the parties execute this Agreement. LIGHTHOUSE COVE AT TEQUESTA OOP CONDOMINIMUM ASSOCIATION, INC. WASTE MANAGEMENT INC. FLO DA j n By G� �,. y : - - - - -- - -- --------------- - - - - -- - - - -- Title: ------- - - - - -- � - -�_ � - - - - -- Tit Date: -- �- ---------- - - - - -- Date: 7 - - -- - l - - - - - -- 3� STATE OF FLO IDA �,Fl��ua � yo �l o -n � COUNTY OF cI l I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, personally appeared, _ t1� �o IrWi� , as �t`tS�dt — �.DOdn of LIGHTHOUSE COVE AT TEQUESTA CONDOMINIUM, INC. to me known to be the person described in and who executed the foregoing instrument on behalf of LIGHTHOUSE COVE AT TEQUESTA CONDOMINIUM INC. A ss41L'/ " YA 3 /7/r 7 WITNESS my hand and official seal in the County and State last aforesaid, this day of ( f;.'ri 2017. . personally known to me OR has produced as identification and who did take an oath or who did not take an oath T� --�' Notary name: iJC Seal • (Commission) Number r""k DEBRA ANN TELFRIN +. ' Commission # GG 027898 ; Expires January 5, 2021 BMW Thu Troy Fain hum l0 US -701§ STATE OF FL O IDA COUNTY OF M 19 eats" 1 HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements,' f 5 personally appeared, a e t tv L. S41o%y. , as Gover-nm en-- -- °- of Marwger. WASTE MANAGEMENT INC ' Or FLORIDA to me known to be the person V described in and who executed the foregoing instrument on behalf of WASTE MANAGEMENT INC. OF FLORIDA. WITNESS my hand and official seal in the County and State last aforesaid, this day of #4,t .h 2017. im personally known to me OR has produced as identification and who did take an oath or who did not take an oath Notary na e. AMA le � �r1 Seal (Commission)Number DEBRA ANN TELFRIN • Cammfssion # GG 027898 �' Expim January 5, 2021 0v4W 7W Try Fob bWronoo 800315 1! Lighthouse Cove Solid Waste Collection and Billing Addendum to Settlement Agreement and Release The terms of the settlement agreement dated March 9, 2017 require Waste Management to pay Lighthouse Cove the sum of One Hundred Fifty Thousand Dollars ($150,000.00) in full settlement of all past double billing that has occurred with Lighthouse Cove. Payment from Waste Management to Lighthouse Cove will be made within 45 calendar days from the execution of the Settlement Agreement.