2008/11/25 City Council Resolution 2008-183RESOLUTION NO. 2008 -183
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A SETTLEMENT AGREEMENT WITH
ROHNERT PARK DISPOSAL, INC.
WHEREAS; the City of Rohnert Park ( "City ") and Rohnert Park Disposal, Inc. ( "RPDI ")
entered into an Amended and Restated Agreement for Refuse, Recyclable Materials,
Compostable Materials and Street Sweeping Service dated July 1, 2008 ( "Refuse Contract "), in
which the City granted to RPDI a franchise for the collection of refuse, recyclable materials and
compostable materials generated in the City;
WHEREAS, Section 9 of the Refuse Agreement obligates RPDI to indemnify the City in
connection with claims related to RPDI's performance under the Refuse Contract;
WHEREAS, SIRE Enterprises ( "SIRE ") has made claims alleging that the City and
RPDI have overcharged SIRE for trash service at four properties managed by SIRE in the City of
Rohnert Park;
WHEREAS, RPDI and SIRE have entered into a Settlement Agreement and Mutual
Release dated November 17, 2008; and
WHEREAS, RPDI and the City have agreed to resolve their mutual claims of indemnity
and responsibility against each other for the SIRE Claims and the settlement thereof, as further
provided in the terms and conditions stated in the Settlement Agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve the attached Settlement Agreement by and
between the City of Rohnert Park and Rohnert Park Disposal, Inc.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute this Settlement Agreement in substantially similar form to the attached agreement for
and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED by the City Council of the City of Rohnert
Park this 25th day of November, 2008.
ATTEST:
19
AoBNIIRT
CITY OF ROHNERT PARK
Mayor
BREEZE: AYE SMITH: AYE STAFFORD: ABS
T VIDAK- MARTINEZ: AYE MACKENZIE: AYE
AYES:. (4) NOES: (0) ABSENT: (1) ABSTAIN: (0)
SETTLEMENT AGREEMENT
(Indemnity Claim)
This Settlement Agreement (hereinafter "Agreement ") is entered into by and between
City of Rohnert Park, a California municipal corporation ( "City "), and Rohnert Park Disposal,
Inc., a California corporation (hereinafter referred to as "RPDI ") effective November , 2008.
RECITALS
A. City and RPDI entered into that certain Amended and Restated Agreement for
Refuse, Recyclable Materials, Compostable Materials and Street Sweeping Service dated July 1,
2008 ( "Refuse Contract ") in which City granted to RPDI a franchise for the collection of refuse,
recyclable materials and compostable materials generated in the City.
B. Section 9 of the Refuse Contract obligates RPDI to indemnify City in connection
with claims related to RPDI's performance under the Refuse Contract.
C. SIRE Enterprises ( "SIPE ") have made claims alleging that the City and RPDI
have overcharged SIRE for trash service at four properties managed by SIRE in the City of
Rohnert Park: Emerald Point, Windsong Village, Vintage Point and Vintage Point H between
2002 and April 2008 ( "SIRE Claims ").
D. Without admission of any wrongdoing or liability of any type, RPDI and SIRE
have entered into that certain Settlement Agreement and Mutual Release dated November 17,
2008, providing for, among other things, payment from RPDI to SIRE to resolve SIRE's Claims.
E. RPDI and City have exerted claims against each other with respect to who is
responsible for the SIRE Claims and have agreed to resolve their mutual claims of indemnity and
responsibility against each other for the SIRE Claims and the settlement thereof, as further
provided in the terms and conditions stated in this Agreement.
AGREEMENT
Incorporation of Recitals. The above recitals are incorporated herein by
reference.
2. Payment by City to RPDI. Without admission by either party of wrongdoing of
any type or breach or default of the Refuse Agreement in any way, City and RPDI have reached
agreement to mutually release the claims each has against the other arising from the SIRE
Claims and to divide responsibility for the settlement payment to SIRE. Within 10 business days
after City has received an invoice from RPDI requesting City to reimburse RPDI for City's
portion of the payment of the SIRE Claims and provided that RPDI has made such payment to
SIRE, City shall pay to RPDI the sum of $13,789.43 ( "the Settlement Sum "). RPDI shall accept
the payment of the Settlement Sum by City as full satisfaction of City's obligations arising from
or relating to the SIRE Claims, and effective upon RPDI's payment of the SIRE Payment to
SIRE, City shall accept the payment of the SIRE Payment by RPDI to SIRE as full satisfaction
of RPDI's obligations to CITY arising from or relating to the SIRE Claims.
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3. Mutual Release. Except as otherwise expressly set forth in this Agreement, the
City and RPDI hereby release and forever discharge each other, together with their agents,
representatives, trustees, employees, officers, directors, partners, stockholders, attorneys,
successors, assigns, heirs, personal representatives and executors, and all persons, firms,
associations, co-partners, co- venturers, insurers, contractors, engineers, subcontractors,
subsidiaries, parents, affiliates, or corporations connected therewith, and each of them from any
and all claims, debts, liabilities, demands, obligations, costs, expenses, attorneys' fees, actions,
and causes of actions of every nature, character, and description whether known or unknown,
attributable to the SIRE Claims expressly asserted by SIRE and all claims by either party against
the other arising from or related to the SIRE Claims. In the event that there are any claims made
by SIRE in the future and which are not known or anticipated by City to exist as of the date of
this Agreement ( "Future SIRE Claims "), then, with respect to that particular circumstance, City
and RPDI acknowledge that City may assert a claim against RPDI that is attributable to such
Future SIRE Claims, but only upon SIRE asserting a claim against the City arising from or
related to the Future SIRE Claims.
4. No Release Beyond SIRE Claims. Notwithstanding the mutual release set forth in
Section 3 above, both City and RPSI expressly reserve and do not release the other party from
any or all claims and defenses which City or RPDI now has or may have in the future in
connection with either parties' obligations to the other under the Refuse Contract including but
not limited to any billing claims similar to the SIRE Claim but not expressly asserted by SIRE.
5. Entire Agreement; Modification. As to the matters set forth herein, this
Agreement is the entire, integrated agreement and understanding of the Parties. This Agreement
may be modified only by a writing signed by the Parties.
6. Successors and Representatives. This Agreement shall be binding on and shall
inure to the benefit of the successors and assigns of each party.
7. Applicable Law. This Agreement shall be interpreted in accordance with
California law, without reference to its choice of laws provisions
8. Execution in Counterparts. This Agreement may be executed in counterparts, and
fax copies shall constitute good evidence of such execution.
9. Authori . Each individual executing this Agreement on behalf of one of the parties
represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such
party and that this Agreement is binding on such party in accordance with its terms.
[Intentionally left blank, signatures on next page.]
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IN WITNESS W EREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ROE INERT PARK:
By:_
Name:
Title:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
ROIINERT PARK DISPOSAL, INC.:
By: /!l i
(Date) Nam iMS n . at )
.
Title:
By:
Name: (Date)
Title:
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