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Home My WebLink AboutPK04-060 - Original - Staaleson Engineering, P.C. - Settlement Agreement & Release - 08/27/2006 SETTLEMENT AGREEMENT AND RELEASE RECITALS 1. This Settlement Agreement and Release ("Agreement") is entered into between Staaleson Engineering, LLC ("Staaleson") and the City of Kent ("Kent"), collectively referred to as the "Parties," to resolve disputes relating to issues that have arisen in a construction project being undertaken by Kent ("the Project") 2. Staaleson is a civil engineering firm and entered into a Consultant Services Agreement with Kent to provide structural design services for the Project This Project, referred to as the Centennial Parking Garage Seismic Upgrade Project, involves the seismic retrofit of the City's Centennial Parking Garage due to earthquake damage, and generally included structurally supporting the garage's interior ramp and adding exterior bracing in a number of places. 3. The General Contractor for the Project is Summit Central Construction, hic. ("Summit"). 4. During the Project, the design for the new structural bracing had to be modified to a chevron braced frame system This occurred after the contract had been awarded to Summit and resulted in a suspension of the Project during the redesign Due to the redesign of the structural bracing system and the suspension, Summit submitted a change order seeking an increase in the contract amount and a claim for delay damages relating to suspension of the Proj ect. 5. The Parties have reached an Agreement by which Staaleson will pay certain amounts to Kent to assist it to finalize a change order with Summit. AGREEMENT The Parties to this Agreement hereby agree as follows: 1. Payment. Staaleson shall pay Kent fifty thousand dollars ($50,000.00) as full and final payment under the terms of tlus Agreement. 2. Release by Kent Kent fully, forever, and unconditionally releases Staaleson from any and all claims, causes of action, demands or liability, of any type or nature, and including, without limitation, those that are contingent, unliquidated, unasserted, or occurring in whole or in part in the future, which relate in any way whatsoever to any claim, assertion or allegation in any way ansmg out of the suspension and delay of the Project and the redesign of the structural bracing system, including the claims and demands brought by Summit as change order requests or otherwise Kent shall additionally pay Staaleson nine thousand six hundred forty dollars ($9,640.00) as payment for services performed by Staaleson to date relating to the Project, which amounts do not and will not include time related to revising the seismic bracing design. 44248504 3. Burdens and Benefits. This Agreement is binding upon, and shall benefit, each of the Parties above named, together with all parent and subsidiary entities of those Parties, as well as all predecessors and successors of any of the foregoing, along with all affiliates of any of the foregoing, and all owners, officers, directors, and employees of any of the foregoing, and their spouses and marital communities, together with all successors, heirs, assigns, or transferees, direct or remote, of any of the foregoing. 4. No Admission of Liability It is expressly understood and agreed that none of the Parties admits any violation of law or liability to each other by entering into this Agreement, such liability being expressly denied, and the execution or performance of this Agreement shall not be for any purpose construed as an admission of liability. 5. �' Integration. This Agreement contains all the agreements and commitments of the g g Parties relating to or connected with the Lawsuit and the claims referenced in this Agreement and by its release This Agreement is intended by the Parties as a final expression of their agreement and, therefore, incorporates all negotiations of the Parties and is the entire agreement of the Parties. This Agreement supersedes and replaces all prior agreements This Agreement may not be amended, waived or modified in any way without the prior written consent of the Party against whom the amendment, waiver, or modification is sought to be enforced 6 Independent Judgment The Parties declare and represent that in making this Agreement, it is understood and agreed that each has read it carefully, knows the contents and has signed it as a free, reasoned and independent act. Each relies wholly upon its own judgment, belief and knowledge and has not been influenced to any extent whatsoever in entering this Agreement by any representations or statements made by any other Party, or by any person or persons representing any other Party. 7. Legal Advice hi entering into this Agreement, each Party hereto represents that it has relied upon the advice of an attorney of its own choice concerning the legal consequences of this Agreement, that the terms of this Agreement have been completely read and explained to each Party by its attorneys; and that the terms of this Agreement are fully understood and voluntarily accepted. 8. Severab&4i Should any part, term or provision of this Agreement be decided or 4 declared by the courts to be, or otherwise found to be, illegal or in conflict with any laws of the state of Washington or the United States, or otherwise be rendered unenforceable, or ineffectual, the validity of the remaining parts, terms, portions, or provisions shall be deemed severable and shall not be affected thereby, providing such remaining parts, terms, portions or provisions can be construed in substance to constitute the agreement that the Parties intended to enter into the first instance. 9. Warranty of Authority Each Party represents and warrants that no other person or entity has, or has had, an interest in the claims, demands, obligations, or causes of action referred to in this Agreement, except as otherwise set forth herein; that each Party has the sole right and exclusive authority to execute this Agreement and receive the sums specified in it; and that he or she has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Agreement. -2 - 442485 04 10. Choice of Law This Agreement shall be construed in accordance with the laws of the state of Washington, notwithstanding the operation of any conflict or choice of law statutes or decisional law to the contrary 11. Defense to Actions. The Parties agree that they may plead this Agreement as a complete bar and defense to all actions which may be commenced by or on behalf of any of the Parties against any of the other Parties with respect to claims which are released under the terms of this Agreement. 12. Confidentiality. The Parties agree that the terms of this Agreement and Release shall be confidential No Party shall disclose any terms herein or prior negotiations with the express written consent of the Parties to this Agreement, except as required by law and to their professional advisers on a need-to-know basis 13. Counterparts This Agreement may be executed and delivered in separate counterparts, each of which, when all are so executed and delivered, shall be deemed an original and together shall constitute a single instrument. 14. Effective Date This Agreement shall become effective immediately following execution by each of the Parties. DATED: *AU Z 5 2006. CITY OF KENT By LVA V� Its C 1�`I x-rr y2 Ju DATED: ARIf, Z �7- 2006. STAALESON ENGINEERING, LLC By: z�w � Its f E - 3 - 442485 04