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Home My WebLink About4387 +---------------------------------~----------------------------------------+ +Browse: Next Previous First Last Update Delete Restart X - Exit + ::Retrieve the Next record : :Found: 1 Record (s) MAINTAIN Contract Number Contract Transactions 4387 ;= +Vendor Name : :Subj ect : :Department "Status Code + -.- WASTE MANAGEMENT OF WASHINGTON INC SETTLEMENT - UTILITY TAXES ADMIN SVCS LGL 9= + + Insurance Type Amount Amount Begin Date End Date Review Date $5000.00 09/12/2003 08/31/2003 02/15/2005 Insurance Total Insurance Review Date $0.00 + + Comments END DATE REPRESENTS EXPIRATION TO SERVE ANNEXED AREAS VAULT 01/01/2005 + +--------------------------------------------------------------------------+ +--------------------------------------------------------------------------+ ,.Enter Search Criteria, Press Esc Key to Transmit . .Press Del Key to Terminate Delete Mode . . CHANGE .. Contract Number Contract Transactions 4387 . .Vendor Name "Subj ect . .Department . .Status Code WASTE MANAGEMENT OF WASHINGTON INC SETTLEMENT - UTILITY TAXES ADMIN SVCS LGL Insurance Type Amount Amount Begin Date End Date Review Date n $5000.00 09/12/2003 08/31/2003 .. 02/15/2005 n .. .. $0.00 o- n Press Fl for - - valid insurance .. type codes Insurance Total Insurance Review Date Comments END DATE REPRESENTS EXPIRATION TO SERVE ANNEXED AREAS VAULT 01/01/2005 +--------------------------------------------------------------------------+ SETTLEMENT AGREEMENT This agreement is entered into this /~;~2 day of ~..~.F~.4J , 2003, by and between the Cit~ Bremerton ("B~%mer66n") and Waste Management of Washington, Inc. "WM"). Recitals The parties hereby expressly acknowledge that they are entering into this agreement for good and valuable consideration, sufficiency of which consideration is hereby acknowledged by the parties. Whereas, Bremerton and WM are parties to a certain Contract for Solid Waste Collection, as amended which expired on December 31, 2001. Whereas, Bremerton has undertaken an audit of utility taxes for WM as of December 31, 2001, and asserted that WM has back utility tax and interest owing in excess of ten thousand dollars as of December 31, 2001 ("Tax Claims"). Whereas, WM disputes the Tax Claims. Whereas, WM has asserted various claims against Bremerton related to Bremerton's annexation of certain geographic areas, and the resulting effect on WM's WUTC certificate, and their now expired agreement with Bremerton. These claims are set out in correspondence dated March 31, 2003, and May 19, 2003 attached hereto as Exhibit A and incorporated by reference herein ("WM Claims"). Whereas, subsequent to the expiration of their contract with Bremerton, WM has retained rights to service within areas of recently annexed sections within the City limits pursuant to statute. These areas include the Werner Road (Ordinance No. 4581), Oyster Bay (Ordinance No. 4594), and Sheridan Heights (Ordinance No. 4638) annexation areas ("Annexation Areas"}. There exists a potential dispute as to when WM's rights with respect to these Annexation Areas will expire. Whereas, both parties recognize that it is in their best interest to resolve those claims and liabilities that relate to the above-referenced issues. Now, Therefore, the parties hereby covenant and agree as follows: SETTLEMENT AGREEMENT - 1 (1) Payment: WM agrees to pay Bremerton the sum of Five Thousand Dollars ($5000.00), payable upon execution of this agreement. (2) Mutual Release: This agreement shall constitute a full and final settlement between Bremerton and W~4 for all claims, expenses, attorneys fees, causes of action, and suits of any kind or nature W~4 presently has or may later have on account of, or in any way arising out of, or related to the WM Claims as referenced in Exhibit A, or which could have been alleged, whether or not so alleged, and whether presently known or unknown, which may have arisen or may later arise out of, or be related to the WM Claims including, without limitation, all past, present and future claims related to the Annexation Areas by the City, including, but not limited to claims for "measurable damages" as set forth in RCW 35.13.280 and the holding of Dahl-Smyth, Inc. v. City of Walla Walla,64 P.23d 15 (2003). WM understands and recognizes that the future value of present damages for the WM Claims cannot be predicted with certainty. WM assumes the risk that the damages for the WM Claims may grow in the future and/or that new damages for the WM Claims that are not presently known may develop. WM acknowledges that its information regarding the WM Claims is sufficient to enter into this agreement. This agreement shall constitute a full and final settlement between WM and Bremerton for all claims, expenses, attorneys fees, causes of action, and suits of any kind or nature Bremerton presently has or may later have on account of, or in any way arising out of, or related to the Tax Claims, or which could have been alleged, whether or not so alleged, and whether presently known or unknown, which may have arisen or may later arise out of, or be related to the Tax Claims. Bremerton assumes the risk that the amounts due for the Tax Claims may increase in the future and/or that new unpaid taxes which are not presently known may develop. Bremerton acknowledges that its information regarding the Tax Claims is sufficient to enter into this agreement. (3) Expiration of Right to Annexed Areas: WM right to service Annexation Areas will expire August 31, 2003. (4) Execution: Execution of this agreement is not to be construed as an admission of liability or responsibility on the part of any party hereto. The parties released expressly deny liability for such claims. Regardless of the adequacy of the above consideration, the acceptance of this release shall not operate as an admission of liability on the part of the persons released. SETTLEMENT AGREEMENT - 2 (5) Warranty: The undersigned warrant that no other person or entity has or has had any interest in the claim or causes of action referred to in this agreement, and that they have the sole right and exclusive authority to execute this agreement and receive any sums specified in it. Each party hereto shall defend and indemnify the other party hereto should any other person prevail on a claim to have an interest in the claims and injuries described in this agreement. (6) Bindinq Effect: This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors or assigns. (7) Entire Aqreement: This agreement represents the entire agreement between the parties with respect to the subject matter hereof. All prior negotiations, agreements, representations, warranties or other matters of like or any other nature shall be of no further force or effect and are superseded by this agreement. Each party acknowledges that it enters into this agreement in reliance solely on the terms herein, without reliance on any other promises, representations or warranties. (8) Severabilit¥: In the event that one or more provisions of this agreement shall be determined to be invalid by any court of competent jurisdiction or agency having jurisdiction thereof, the remainder of the agreement shall remain in full force and effect and the invalid provisions shall be deemed deleted. (9) Construction: This agreement shall be construed and interpreted pursuant to Washington law, and any controversy or interpretation hereof shall be by state courts of Washington. The captions throughout this agreement are for convenience and reference only and shall not be held to expand, modify, amplify or aid in the interpretation, construction or meaning of this agreement. This agreement has been jointly drafted by the parties following negotiations between them. It shall be construed according to the fair intent of the language as a whole, and not for or against either party. (10) Prevailinq Party: In any action or litigation brought to enforce or construe this agreement, the court shall award reasonable attorney's fees, expenses and costs to the prevailing party. (11) Notice: All notices under this agreement shall be given by serving, by first class mail, return receipt requested, postage prepaid, addressed as follows: City of Bremerton Waste Management of City Attorney Washington, Inc. 439 4th Street c/o Polly McNeill Bremerton, WA 98337 Summit Law Group 315 Fifth Ave S Suite 1000 SE~LEMENT AGREEMENT - 3 Seattle, WA 98104 The undersigned hereby declare that the terms of this agreement have been completely read and are fully understood and voluntarily accepted. The undersigned further declare that they have been given a full and fair opportunity to consider this agreement, know that this agreement releases potentially unknown claims and/or claims about which they have limited knowledge, and that they are relying on the advice of legal counsel with respect to this agreement. CITY OF BREMERTON Dated By: Its: (~~TE GEMENT OF WASHINGTON, INC. Dated~ Its: City Attomey SETTLEMENT AGREEMENT - 4