HomeMy WebLinkAboutStaff Report 4.A - Attachment 6 11/19/2012 is. U ATTACHMENT 6
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U t CITY OF PETALUMA
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!'.`, y PosT OFFICE Boa 61
�859 PETALUMA,CA 94953-0061
David Glass
Mayor
Chris+Albertson
Teresa Barrett
rris November 19, 2012
Juke Has - - -
. Mike Healy
Gabe
tranyRen6e yeareney Petaluma Refuse and Recycling, Inc.
Councilmembers P.O..Box 14609
Santa Rosa, CA 95402
RE: Effect of Determination that 2012 Franchise Agreement is Void
Dear Mr. Ratto:
This letter shall serve to confirm the understanding between the City of Petaluma
("City") and Petaluma Refuse and Recycling, Incorporated ("Contractor") that, in
the event a CEQA or other lawsuit is filed or threatened (an "Action") against the
City or Contractor and the effect of the Action, whether by settlement,judgment,
or otherwise, is a determination thaLthe20l2.Franchise Agreement between City
and Contractor is void (in either case, a""Determination that Agreement is Void"),
there shalhnevertheless t notbe'an interruption in solid waste collection and
City-Manager's 1 Enih Office service to the;residents of the City and the City and.Contractor shall be
!1 English Street processing y )'
Petaluma,C-i 94952 bound by the terms„and conditions of the September 13, 2005 Franchise
Phone(707)778-4345 Agreement, as amended (the `Prior Agreement"), which agreement shall be
Fax(707) 778-4419 enforceable by the'parties accoi--ding to its terms.
city,ngr( c,.petaluma.ca-us
In the<event;that;any party brings an Action against the City alleging that, in the
course of negotiating and approving this Agreement,'the City violated the
Economic Development California Environmental Quality Act or any other law or regulation, the violation
Phone
ar(70)778-4586 ,of which would make this Agreement unenforceable as'between.Cit and
Fax(707) 778-4586. . g Y
Contractor, Contractor, at the sole expense of Contractor, shall defend against the
Housing Division., Action. Contractor shall pay all costs associated with the defense of the Action,
Phone,(707)778-4555 including;attorney fees, expert fees, costs, and the like, provided that Contractor
Fa (70)778-4586 and City shall agree on retaining a single law firm to represent both the City and
Contractor and will reasonably waive conflicts as necessary to allow for the
Human Resources Division
Phone(707)778-4534 representation-of City and Contractor by a single law firm. Co ntractor shall also
Far(7974 778-4539 pay'the reasonable attorney fees and costs incurred by City to monitor the defense
of the.Action. In_addition, Contractor will indemnify City against any and all
Information Technology Division claims for.attorney fees and costs that may be awarded against the City in the
Phone(707)778-4417
Fax(707) 776-3623 Action.
Risk Management Division In the event of a Determinationthat Agreement is Void, and in the further event
Phone(707)776-3695 that Contractor shall'have paid to the City any of the amounts due from
Fax(707) 776-3697 -Contractor to City under Section 11 of the 2012 Franchise-Agreement between
A City and Contractor, then the City and Contractor shall, within thirty days,
I
determine (i) the amount of payments due under Section I I of the 2012 Franchise
Agreement from the Contractor to City that were actually paid during the period
from the commencement of operations under the 2012 Franchise Agreement
through the date•of the Determination that Agreement is Void and (ii) the amount
of payments to the City that would have been due from Contractor to City under •
the Prior Agreement during such time period. The City shall refund the difference
between (i) and (ii) above to Contractor within thirty days of the determination of
such amount.
In the event that,the City and Contractor defend against an Action that results in a
Determinatiomthat Agreement is Void, Contractor shall be entitled to recover all
of the costs incurred by Contractor defending the City and indemnifying the City
in the Action as partof Contractor's RRI adjustment or such other adjustment
provisions contained in the Prior Agreement between the parties dated September
13, 2005, as amended, that might be applicable to'the pass-through of such costs
under the Prior Agreement.
CITY OF PETALUMA CONTRACTOR
Petaluma Refuse & Recycling, Inc.
John C. Brown President
City Manager The Ratto Group