Loading...
HomeMy WebLinkAboutContract 54687 CSC No.54687 SETTLEMENT AGREEMENT REGARDING RECYCLABLE REVENUE SHARE PAYMENTS PURSUANT TO THE CONTRACT FOR THE PROCESSING OF RECYCLABLE MATERIALS AND RESOURCE RECOVERY SERVICES(CITY SECRETARY CONTRACT NO.50563) This Settlement Agreement Regarding Recyclable Revenue Share Payments Pursuant to the Contract for the Processing of Recyclable Materials and Resource Recovery Services (City Secretary Contract No. 50563) (the "Settlement Agreement") is entered into effective as of the 12th day . October , 2020, by and between THE CITY OF FORT WORTH, TEXAS, a home rule municipal corporation in Tarrant County, Texas, acting herein by and through its Assistant City Manager, Valerie Washington("City"), and ALLIED WASTE SERVICES OF FORT WORTH, LLC d/b/a NORTH TEXAS RECYCLING COMPLEX or REPUBLIC SERVICES OF FORT WORTH ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS WHEREAS, City and Contractor entered into a certain "CONTRACT FOR THE PROCESSING OF RECYCLABLE MATERIALS AND RESOURCE RECOVERY SERVICES" known as City Secretary Contract No. 50563, (the "Processing Agreement"), dated March 29,2018; and WHEREAS, Section 4 and Exhibit C of the Processing Agreement detail the Recyclable Revenue Share the City is entitled to for the materials delivered to the Contractor; and WHEREAS, pursuant to the terms of the Processing Agreement, the Contractor is obligated to pay the City as identified in Exhibit C; and WHEREAS, from the time the Processing Agreement commenced, in some instances, the City alleges the Contractor may have miscalculated the Recyclable Revenue share due to the City; and WHERE AS, without admission of liability, the Contractor now agrees to make payment to the City as set forth in this Settlement Agreement. NOW THEREFORE, in consideration of the undertakings, covenants, promises, recitals and mutual releases as set forth in this Settlement Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the Parties agree as follows: 1. Recyclable Revenue Share Payments Contractor agrees to make payment to the City in the total amount of Four Hundred and Five Thousand Dollars($405,108.46)as follows:. o Payment will be made by two separate cheeks: a $202,500.00 by October 9, 2020; and OFFICIAL RECORD • $202,608.46 by October 9,2020. CITY SECRETARY FT.WORTH, TX SETTLEMENT AGREEMENT Page t It is understood and agreed that the Recyclable Revenue Share Payments set forth above are to compromise disputed claims, satisfy any and all amounts owed to the City up until the date of execution of this Settlement Agreement, avoid litigation, and buy peace, and that no payment, release or consideration shall be construed as an admission of liability; all such liability being expressly denied. 2. Full and Final Release Upon payment in full of the amounts set forth in Section I above to City in consideration of the releases, representations, and agreements of Contractor in this Settlement Agreement, City will RELEASE, ACQUIT, DISCHARGE AND COVENANT TO FOREVER HOLD HARMLESS Contractor, as well as its current and former corporate affiliates, parent companies, subsidiaries, related entities, agents, officers, directors, attorneys, employees, representatives, assigns, predecessors, and successors, from and against any claims, debts, demands, damages, and causes of action, known or unknown, that specifically relate to the Recyclable Revenue Share payments owed to the City pursuant to the terms of the Processing Agreement up until the date of execution of this Settlement Agreement, This release includes any claim for attorneys' fees. This release does not include any claim for breach of this Settlement Agreement. 3. Confidentiality The Parties further acknowledge and agree that City is subject to the provisions of Texas Government Code Section 552.001, et seq., and that, pursuant to a proper request under the Texas Public Information Act, City may be required to disclose information related to this Settlement Agreement. Notwithstanding the previous sentence, City agrees to inform the City of Fort Worth City Secretary that this entire Settlement Agreement shall be designated as confidential. In the event that the City receives a request to release related information in accordance with the Act, the City will promptly notify the Contractor and provide a copy of the request. If Contractor wishes to withhold disclosure of this Settlement Agreement, the Contractor will promptly notify the City. Contractor may then request an opinion from the Texas Attorney General as to whether the City must release the Settlement Agreement requested under the Act. In the event that the Texas Attorney General directs the City to release the information, this decision shall be final. Notice to the Contractor shall be directed to: Melanie Kemp Okon Munck Wilson Mandala, LLP 600 Banner Place Tower 12770 Coit Read Dallas,TX 75251 Tel: (972)628-3600 mkqmkmmngkw_lsc�n�eo 4. Non-Disparagement The Parties agree not to intentionally make any false or misleading statements, either directly or indirectly, to the media or members of the general public or with the intent that the comments reach the media or the general public, about the opposing Party. SETTLEMENT AGREEMENT Page 2 5. Waiver,of Material Breach Claim The City agrees to waive and release the Contractor from a claim that the Contractor materially breached the Processing Agreement by failing to make timely payment of the Recyclable Revenue Share up to the time of execution of this Settlement Agreement and that neither Party to this Settlement Agreement makes any acknowledgement or admission of any liability or wrongdoing to any other Party to this Settlement Agreement concerning their performance under the Processing Agreement. The Parties expressly agree that this Settlement Agreement is made for the sole purpose of compromising claims that are disputed as to validity and amount. The Settlement Agreement will continue in full force as provided therein. 6. Warranties and Representations The Parties warrant and represent: (i) that they have read and fully understand the terms, conditions and effects of this Settlement Agreement; (ii) that no promises or inducement for this Settlement Agreement have been offered or made except as expressly stated in this Settlement Agreement; (iii) that this Settlement Agreement is executed without reliance on any statement or representation by any other party or their employees, representatives, directors, officers, agents, affiliates or attorneys; (iv) that neither Contractor, nor anyone acting on its behalf, has made any representations or warranties as to any tax issues or provided tax advice to City regarding or relating to this Settlement Agreement or payments under Section I of this Settlement Agreement; (v) that they have not assigned, transferred or granted to any person or entity, any of the causes of action, claims or demands that are being released in this Settlement Agreement; (vi) that they understand the terms of this Settlement Agreement; and (vii) that they have executed this Settlement Agreement voluntarily. 7. Entire Agreement This Settlement Agreement contains the entire agreement among the Parties and supersedes all prior agreements, understandings, negotiations, and discussions, oral or written.No modification of this Settlement Agreement shall be binding unless made in writing and signed by each of the Parties. R. Governing Law This Settlement Agreement shall be interpreted, construed, and enforced exclusively in accordance with the laws of the State of Texas. If a dispute arises with respect to the enforcement of this Settlement Agreement, or if any legal proceeding shall be brought to enforce or interpret any provision in this Settlement Agreement or to recover damages for breach of this Settlement Agreement, such action shall be brought in state or federal courts in Tarrant County,Texas. 9. Multiple Counterparts This Settlement Agreement may be executed in multiple counterparts, all of which, taken together, shall constitute but a single agreement, and each of which shall be deemed an original. This Settlement Agreement is the result of substantial negotiations between the Parties. This SETTLEMENT AGREEMENT Page 3 Settlement Agreement shall be deemed to have been mutually prepared by the Parties and shall not be construed against either as the drafter. If and to the extent that any provision in this Settlement A;regiment shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of the Settlement Agreement shall not in any way be affected or impaired. 10. Miscellaneous Nothing contained herein shall be deemed to amend or modify the Processing Agreement. Any defined term used herein, but not defined herein, shall have that meaning set forth in the Processing Agreement. SIGNATURE PAGE TO FOLLOW SETTLEMENT AGREEMENT Page 4 EACH SIGNATORY TO THIS AGREEMENT HAS ENTERED INTO SAME FREELY AND WITHOUT DURESS AFTER HAVING THE OPPORTUNITY TO CONSULT WITH ATTORNEYS OR OTHER PROFESSIONALS OF THEIR CHOICE. EACH SIGNATORY AGREES THAT THEY HAVE READ AND UNDERSTAND THIS SETTLEMENT AGREEMENT. CITY OF FORT WORTH,TEXAS ALLIED WASTE SERVICES OF FORT WORTH, LLC Y.alehe WaWngton(Oct 12,2020 08:39 CDT) Valerie Washington its: Assistant City Manager Date Signed: RECCOMENDED BY: WITNESS: AV'Okge CfN109f9 t�' Robert Smouse(Oct 12,2020 08:02 CDT) Robert Smouse By: Assistant Director of Code Compliance Its: Waste s"o o o�I ATTEST: oo �916.O'' 0 0 01 P�00 0,, o 00. OZO r Ronald P.Gonzales(Oct 12,2020 09: DT) 04, o 0 9*600.o 0a>ZnnF oo Mary Kayser 'K� City Secretary Date Signed: OCt 12,2020 APPROVED AS TO FORM AND LEGALITY: chrean'p- L*gZ-&0ga Chdsta R.Lopez-Reynolde(Oct 12,202068:30 CDT) Christa R. Lopez-Reynolds Senior Assistant City Attorney CONTRACT COMPLIANCE MANAGER By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all per performance and reporting requirements. 12 el z4Aiz�4_ Yr" Christian Harper(Oct 12,2020 07:46 COT) Christian Harper Code Contract Services Administrator OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX SETTLEMENT AGREEMENT Page 5