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HomeMy WebLinkAboutWTR2702722_6CITY OF RENTON �XINT°� HUMAN RESOURCES &RISK MANAGEMENT DEPARTMENT MEMORANDUM DATE: August 13, 2001 TO: Rick Moreno, Utility Systems RECEIVED FROM: Mi. Webby, HR & RM Administrator AUG 14 2001 CUT �O SYSTEMS WON SUBJECT: Ins. Review/Northwest Cascade Inc. I have reviewed the Certificate of Insurance renewal for the above referenced contract. The insurance coverage, provided for this project, will meet the City's risk management requirements when the following items have been provided for: • The City requires an unqualified notice of cancellation or non -renewal of insurance policies. Thus, the cancellation language should read: "Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will en a mail 30 days written notice to the certificate holder named to the left. But failure to mail seh notice shall ,.bligatien ef: liability of any 1 iRd upaii the eempany, its agent . r-ep,.v o. e-&" Please provide the revised certificate to HR when received INSURED COMPANY Northwest Cascade Inc. B Safeco Insurance Company Honey Buckets COMPANY P. O. Box 73399 CIns. Co. of the State of PA Puyallup, WA 98373 COMPANY BEB D Fremont Industrial Indemnity F... i~5......................................................................................................................................................................................................................................................................... ............................................................................................................................................................................................................................................................................................... ....................................................................................................................................................................................................................................................................................................... . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM/DD/YY) DATE (MM/DD/YY) A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE � OCCUR' OWNER'S & CONTRACTOR'S PROT X WA Stop Gap KHA120151 11/01/00 10/01/01 GENERAL AGGREGATE $ 2,000.000 PRODUCTS - COMP/OP AGG $ 2,000,000 PERSONAL & ADV INJURY $ j 000 000 EACH OCCURRENCE $ 11000,000 FIRE DAMAGE (Any one fire) $ 50,000 1 MED EXP (A. one oersonl IS S-tmn B AUTOMOBILE LIABILITY X ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X I NON -OWNED AUTOS BA8487514 11/01/00 1 10/01/01 I COMBINED SINGLE LIMIT Is BODILY INJURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE 1 $ 1,000,000 GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY X UMBRELLA FORM OTHER THAN UMBRELLA FORM 4300-7619 11/01/00 10/01/01 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 1 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: X EXCL JY5221933 10/01/00 10/01/01 A - O H TORY LIMITS ER _> .' - _ EL EACH ACCIDENT $ 1000 W0 EL DISEASE - POLICY LIMIT $ j 000 000 EL DISEASE - EA EMPLOYEE $ j 000 000 E, OTHER Equipment Floater HiretRent/Lease PST3471637 1 l/01/00 10/01/01 Hire/Rent/Lease $435,000 See description for other DESCRIPTION OF OPERATIONS/LOCATIONSfVEHICLES/SPECiAL ITEMS RE: PROJECT #WTR-27-2722/SPW-27-2722, SOUTH DOWNTOWN WATERMAIN & STORM SEWER REPLACEMENT PHASE I. CITY OF RENTON IS NAMED ADDITIONAL INSURED. Portable Toilet Rental, or utility work CITY OF RENTON RENTON CITY HALL 5TH FLOOR 1055 S. GRADY WAY RENTON, WA 98055 GAISIGE# L kDE#hi .......:.........> .....: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 45 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL S ICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND ON THE 47COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPR ENTATIVEZ , ♦ - 014165 BEB INSURED: Northwest Cascade Inc. COMPANIES AFFORDING COVERAGE - (Continued): COMPANY LETTER E Royal Insurance Co DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS - (Continued): Blanket primary additional insured applies in favor of any person or organization if required by written contract, agreement or permit per policy form MANU AICP, Blanket Waiver of Subrogation per form MANU WX RUG 16,01 16:30 FIR NORTHWEST CASCADE 206 846 2545 TO 14254307241 P.02i05 NORTHWEST CASCADE INC. POST OFFICE BOX 73399, PUYALLUP, WASHINGTON'98373 / NORTHCI 146b(3 August 16, 2001 City of Renton Utility Systems Division 1o5.5 South Grady Way Renton, WA 98055 Attention: Rick Mo=o Reference: South Downtown Water Main And Storm Sewer Replacement Phase 1 Dear Rick, It is the intent of Northwest Cascade, Inc. to use the same suppliers as submitted by Katspan for the above referenced project. 1f you require any additional information please call at 253.848.2371. Very truly yours, NORTHWEST CASCADE, INC hn C. Marth www.nwCosCade.com TACOMA 253.8d8.2371 / SEATTLE 253.838.2359 / FAX 253.848.2545 / TOLL FREE 1800.562.dd42 AUG 16'01 16:30 FR NORTHWEST CASCADE 206 649 2545 TO 14254307241 P.03i05 NORTHWEST CASCADE INC. POST OFFICE BOX 73399, PUYALLUP, WASHINGTON 98373 / NORTHC1148BG August 16, 2001 City of Renton Utility Systems Division 1055 Sown Grady Way Renton, WA 98055 Attention: Rick Moreno Reference: South Downtown Water Main And Storm Sewer Replacement Phase I Dear Rick, The following is information you have requested from Northwest Cascade, Inc. Insurance and Bonding Agency, Braaud Middleton Insurance 4701 South 19`s St. Tacoma, WA 98405 Phone 253.759.2200 Fax 253.759.6468 Project Personnel phone Numbers Title Name Cell Pager Home Project Manager I John Marth 253.405.6561 800.635.7583 253.931.9270 Superintendent Ed Mudge 253.405.6407 253.502Z051 253.564.4277 Foreman John Wood 253.606.2056 253.428.9299 253.927.7660 If you require any additional information please call at 253.848.2371, Very truly yours. NORTHIVEST CASCADE, INC n C. Manh www.nwcoscade.com TACOMA 253.848.2371 / SEATTLE 253.838.2359 / FAX 253.848.2545 / TOLL FREE 1.800.562.4442 .1 17,25 (02.04x) (RPM DE,I)ARTMENT OF LABOR AND INDUSIT IES REGISTERED AS PROVIDED BY LAW AS CONST CONT GENERAL REGIST.: # ,....,EXP.. DATE ccol". NORTHC1148BG-1`10/01/2001 NORTHWEST CASCADE INC PO, BOX 73399 PUYALLUP WA 98373-0399 LA m m a CITY OF RENTON BUSINESS LICENSE 2001 Licensee has made application for a City of Renton business license in accordance with the 50 1/26/2001 16207 S MERIDIAN provisions of Title V, Business Regulations Chapter 1, Code of General Ordinances of the City of Renton and agrees to comply with all the requirements of said ordinance. Licensee shalt further comply with and all other City Code Ordinances, State Laws and Regulations applicable to the business activity licensed. Post this License at place of business. NORTHWEST CASCADE INC P O BOX 73399 PUYALLUP WA 98373 City of Renton Licensing Olvislon 1055 South Grady Way Ronton, WA 98055 (425)400-8851 of 3 P iz»a G CITY OF RENTON PLANNING/BUILDING/PUBLIC WOR MEMORANDUM DATE: August 20, 2001 TO: Jesse Tanner, Mayor FROM: Gregg Zimmerman, Administrator Planning/Building/Public Works Department STAFF CONTACT: Abdoul Gafour, Water Utility Supervisor (X-7210) KS ONCURRENC& Dn.TE av � lu— V ATE II� � td i� lrCGl SUBJECT: S. Renton Water Main/Storm Sewer Replacement Project (CAG-01-008) Takeover Agreement ISSUE: The Water Utility requests the Mayor sign the attached agreement between the contractor's bonding company and the City of Renton. The agreement allows the bonding company to complete this project by using another contractor since the original contractor, Katspan, Inc., is in default of the contract. BACKGROUND: The original contractor, Katspan, Inc., has filed a notice of default of the contract due to financial problems. The work is 60% completed to date. The bonding company is taking over this contract and has hired a new contractor to complete this project. We anticipate the project will be complete on time in order for the streets to be overlaid this year. The cost to the City will be based on the original contract price. The City Attorney and Risk Manager have approved the agreement per attached memos. RECOMMENDATION: The Water Utility and Surface Water Utility request the Mayor sign the enclosed takeover agreement between the bonding company, Travelers Casualty and Surety Company of America, and the City of Renton. Enclosure cc: Lys Hornsby Ron Straka Allen Quynn Rick Moreno C,/ H: DI V/UTIL/ROCS/2001-496\AQ\RLMtb:l f CAG-01-008 Adden #1-01 Ir_1114100 = I:7_[e1:Ia:IJil: 4Nil IN BETWEEN TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA AND CITY OF RENTON This is a Takeover Agreement dated August aY,-Ik , 2001 between Travelers Casualty and Surety Company of America ("Surety") and the City of Renton, Washington, a municipal corporation of the State of Washington ("Owner"). RECITALS A. On or about March 14, 2001, Owner entered into a Contract for the South Downtown Water Main & Storm Sewer Replacement Phase 1, Contract No. CAG-01-008 (hereinafter "General Contract") with Katspan, Inc., (hereinafter "Principal"). B. As required by the General Contract, Surety and Principal jointly issued a "Bond to the City of Renton" numbered 103355963 dated March 14 , 2001 in the amount of $912,995 naming the Owner as Obligee (hereafter "Bond"). C. By letter dated July 31, 2001 Principal informed Owner of its inability to complete the General Contract and requested that Owner and Surety take such action as they deem necessary or desirable under the General Contract and the Bond to ensure completion of the project. D. As of the date of Principal's default, work remained to be performed under the General Contract (hereinafter "Remaining Work") E. Surety has agreed to complete the Remaining Work, subject to the terms and conditions of this Agreement. Takeover Agreement - Page 1 of 1 NOW, THEREFORE, based on the exchange of valuable consideration, the receipt and sufficiency of which is acknowledged, and based on the Recitals set forth above which form a part of this Agreement, Surety and Owner agree to the following terms and conditions: TERMS AND CONDITIONS 1. Recitals. The above recitals and the terms and conditions are contractual and not merely recitals and the agreements contained herein and consideration transferred are to satisfy rights and obligations between Owner and Surety. 2. Incorporation of the General Contract. The General Contract is incorporated by reference into this Agreement, including, without limitation, the Instructions for Bidders, the General Contract Terms and Conditions, the Plans or Drawings, and any Special Conditions and Specifications, and all addenda and modifications to those documents issued in accordance with the General Contract. The General Contract also includes, and is modified by any approved Change Orders identified in attached Exhibit "A". 3. The Current Estimated General Contract Amount. The Owner represents that as of the date of this Agreement, the initial General Contract amount, as amended, of $922,928.06 (consisting of original contract balance of $915,166.77 and approved Change Orders #1 - #5 totaling $7,761.29) has been decreased by payments through pay estimate #5 totaling $$493,372.74 (comprised of $450,577.63 on line 6 of pay estimate #5 and sales tax (100%) of $42,795.111 for a current estimated General Contract balance of $$465,285.62 (including retention of $35,730.70) through Pay Estimate #5 (hereinafter "Estimated General Contract Amount"). The final amount to be paid under the General Contract, and this Takeover Agreement — Page 2 of 2 Agreement, shall be derived based on the work in place, valued at the unit and/or lump sum prices set under the General Contract. Except for potential liquidated or delay damages, Owner represents that there are presently no other pending or contemplated backcharges in favor of Owner, or other claims of Owner against Principal related to the General Contract or the Project, which might result in any decreases in, or withholding from, the amount, including the retainage, remaining to be paid under the General Contract. The Estimated General Contract Amount shall be increased by the value of any proposed Change Orders subsequently approved by the Owner. The Owner agrees that the Estimated General Contract amount is dedicated to and will be applied to the completion of the General Contract pursuant to this Agreement. 4. Percentage of Completion and Prior Payments. Owner represents that, as of the date of this Agreement, Principal and/or Surety, for the account of Principal, have been paid $493,372.74through Payment Requisition No. 5 under the General Contract, and that the Owner is presently holding accrued retainage of $35,730.70under the General Contract. Final payment, including the payment of all accrued retainage, under the General Contract and this Agreement, shall be subject to the Owner's final quantification and approval of the work provided under the General Contract and satisfaction of all other contractual requirements imposed by the General Contract as a condition precedent to such final payment excluding however any such requirements regarding payment by or on behalf of Principal of its subcontractors, vendors or taxes, but not taxes owed pursuant to Chapter 60.28 RCW entitled Liens for labor material, taxes on public works. 5. Liens and Assignments Against General Contract Funds. Owner represents that as of the date of this Agreement, assignments or encumbrances against the Contract Funds identified in Exhibit "B" have been filed with, or served upon Owner in connection with the General Contract. Owner represents that it is Takeover Agreement — Page 3 of 3 not aware of any other assignments or encumbrances (hereinafter "Contract Fund Creditors") against the Contract Funds in connection with the General Contract. Surety shall defend (at Surety's expense, using its counsel), indemnify and hold harmless Owner and all of its directors and employees from and against any and all claims of every description made by the Contract Fund Creditors arising as a consequence of payments made to Surety under this Agreement. The Surety's defense and indemnity obligations to the Owner for claims by Contract Fund Creditors shall be limited to: (i) the total amount paid by the Owner to the Surety pursuant to this Agreement with respect to those third parties who do not qualify as "Claimants" under the Bond, or (ii) the penal amount of the Bond with respect to those third parties who do qualify as "Claimants" under the Bond. 6. Surety to Perform Remaining Work. Surety shall be responsible for the completion of the Remaining Work. Surety shall perform the Remaining Work through one or more Completing Contractors (hereinafter "Completing Contractor") which it shall engage. All Completing Contractors shall be subject to the qualification requirements of the Owner imposed by the General Contract for those entities performing the type of work contemplated by the General Contract. 7. Owner's Obligations Under the General Contract. Except to the extent provided in this Agreement, Owner and Surety shall have all rights, obligations and responsibilities under the General Contract with respect to each other, to the same extent and effect as if Surety had executed the General Contract initially instead of Principal and Principal had not defaulted. 8. Owner's Right With Respect to Chanqes in the Work. Owner reserves the right, to the extent appropriate under the General Contract, to issue further Change Orders. The terms of these Change Orders, including the attendant extensions of time and valuation of the Change Order work, shall be determined as provided in the General Contract. Surety reserves the right to refuse to perform any Takeover Agreement — Page 4 of 4 extra or additional work if such work constitutes alone, or in the aggregate with all prior Change Order work, a cardinal change (meaning significant change in design, nature or location of the work) under the General Contract. Further, in the event the Owner seeks the performance of additional work that is not subject to valuation by application of the unit and/or lump sum prices set under the General Contract, it shall negotiate the appropriate value for such work with Surety. 9. Schedule for Completion of Remaininq Work and New Completion Date. Surety, through its Completing Contractor or Contractors, will coordinate and cooperate with Owner in formulating a schedule for the completion of the Remaining Work. Further, Owner agrees to grant Surety the full benefit of whatever extensions of time and other associated relief, including for excusable delays that are appropriate under the General Contract. Owner reserves the right to assess liquidated damages against the surety in accordance with the General Contract in the event the work required by the General Contract is not completed by the Completion Date as adjusted for any allowable time extensions. 10. Completing Contractors. Each Completing Contractor shall be a subcontractor to Surety, and no contractual relationship, pursuant to this Agreement, shall exist between Owner and any Completing Contractor. Each Completing Contractor shall provide all insurances required under the Subcontract, but shall not be required to provide payment and/or performance bonds, unless requested to do so by Surety. Surety reserves the right to terminate its Contract with a Completing Contractor at any time, upon three days' prior written notice to Owner and to contract with another Completing Contractor. Routine day-to-day operations and decisions as to the manner of performance of the Remaining Work shall be made by the Completing Contractors, subject to the terms and conditions of the General Contract, provided, however, that the Completing Contractors have no authority to: (i) agree to any changes in the General Contract or Remaining Work; Takeover Agreement — Page 5 of (ii) agree to any Change Orders; (iii) agree to any backcharges or deductions of any nature; (iv) agree to any schedule changes; (v) agree to any adjustments in the General Contract amount or Remaining Work; or (vi) agree to perform warranty work of the Principal or future corrective work as a result of latent defect(s) in the work performed by the Principal, without the Surety's prior express written consent which shall be delivered to Owner as a condition precedent to the Completing Contractor(s) negotiating items (i) through (vi). The Remaining Work shall be subject to inspection and acceptance by the Owner, as provided in the General Contract. A copy of all written communication by Owner directed to a Completing Contractor shall be forwarded to Surety on a current basis by telecopier. All communications concerning matters of contract administration (i.e., contractual or other notices required by law, payments, Change Orders, extensions of time, delays, claims, among other matters) shall be communicated to a Completing Contractor only in writing, with a copy forwarded to Surety on a current basis by telecopier. 11. Payments to Surety Release of Bond upon Exhaustion of Bond's Penal Amount. The Estimated General Contract Amount shall be paid to Surety as it completes the Remaining Work: (1) in periodic, monthly payments, based on the value of the work in place, or stored, calculated in accordance with the unit and lump sum prices set under the General Contract, less retainage withheld in accordance with the General Contract; and (ii) in a final payment once the Remaining Work is entirely complete, based on the Owner's final review, quantification and acceptance of the Remaining Work, valued in accordance with the unit and lump sum prices set under the General Contract, and in satisfaction of all other conditions precedent established under the General Contract for final payment. Surety agrees to expend such of its own funds as may, from time to time, be necessary to pay for completion of the Remaining Work and to pay appropriate Takeover Agreement — Page 6 of 6 claims; provided, however, that Surety's performance and payment obligation, over and above the amount paid by the Owner and received by the Surety under this Agreement, shall, in no event, exceed, and it is hereby expressly limited to, the expenditure of the penal amount of the Bond as reduced by all amounts expended by Surety including, but not limited to, all expenditures made to complete the Remaining Work, and satisfy all claims under the Bond. For each dollar the Surety so expends pursuant to the Bond, the Surety shall receive a corresponding dollar for dollar reduction in the penal amount of the Bond. If, out of its own funds, the Surety either expends, or is committed to expend, the full penal amount of the Bond for any one or more of the following: (i) for work completed under the General Contract; (ii) for work in progress under the General Contract; or (iii) for all damages and settlements arising from claims under the Bond, then the Surety shall have no further obligation of any description to Owner arising out of, or in connection with, the Bond, and Surety's completion of the work, at the Surety's option, will cease. The Owner will remain obligated to pay Surety all earned amounts due under the General Contract, or this Agreement, including retention, notwithstanding the Surety ceasing work. Surety agrees to use its best efforts to notify Owner of its intention to cease work 30 calendar days before the exhaustion of the Bond's penal amount. All payments made by Surety previously, and those made in the future, have been and will be credited against the penal amount of the Bond, less the amount paid to Surety under the General Contract. Nothing in this Agreement constitutes a waiver of such penal amount or an increase in the liability of the Surety under the Bond. Surety agrees to investigate all proper payment claims made against it, but shall have the right to settle, compromise, defend, appeal, pay or dispute such claims as it, in its sole and complete discretion, may deem appropriate. In no event shall the Owner withhold any portion of the Estimated General Contract Amount, except for statutory retainage, on account of claims, liens, suits or demands by Takeover Agreement — Page 7 of 7 person or entities furnishing or alleging to have furnished labor and/or materials to the Project; provided, however, that the Surety shall defend, indemnify and hold harmless the Owner from any loss which may arise by virtue of such claims, liens, suits and demands, subject to the penal amount of the Bond, as reduced by the payments made by the Surety pursuant thereto. 12. Payment Requisitions. Surety, through its Completing Contractor or Contractors, shall submit to the Owner whatever information or documentation is required regarding the work performed under the General Contract, and stored materials, to conform to and support the requisition process and schedule established under the General Contract. Owner recognizes that Surety shall be completing the Remaining Work through the services of one or more Completing Contractors. Accordingly, Owner shall accept the Completing Contractors' representations and certifications with respect to all aspects of the work, progress of the work, quality of the work, conformance of the work to the requirements of the General Contract, payments to others, warranty and maintenance of the work, and all other matters pertinent to the General Contract, wherever such representations are required by the General Contract, as if those representations had been made by Surety, since Surety may have no personal knowledge of such matters. 13. No Offsets Against Payments to Surety. All monies due, and to become due, pursuant to the General Contract and this Agreement, including, without limitation, progress payments, payments for extra work or additional work orders, retention and final payment, for work on behalf of Surety by its Completing Contractors, shall be made to Surety unconditionally and without offset, including, but not limited to, any offset for claims: (i) made by the Principal's creditors; or (ii) made by parties claiming the monies due, or that become due, pursuant to the General Contract. Further, Owner shall not withhold payments to Surety based on a failure of Principal to provide Owner with any certificates of insurance or sales tax Takeover Agreement — Page 8 of 8 clearances but owner may withhold funds for tax owed pursuant to Chapter 60.28 RCW. All payments shall be made directly to Surety by check payable to Surety, at the address stated in paragraph 15 of this Agreement. 14. Satisfaction of Surety's Performance Obligation. The acceptance of the Remaining Work under the General Contract by the Owner or the expenditure by the Surety of the Bond penal amount, whichever comes first, shall satisfy Surety's performance obligations under the General Contract, its Bond and this Agreement. Owner represents that Principal would have been required to complete all of its obligations under the General Contract had it not been in default and that, prior to the date of this Agreement, Owner had not made any agreement with Principal that any item of work included in the General Contract would not have to be performed except to the extent provided in the approved Change Orders identified in attached Exhibit "A." 15. Notices. All notices and correspondence to Owner shall be mailed certified mail, return receipt requested, with a copy by telecopier to: Abdoul Gafour Water Utility Engineering Supervisor City of Renton Renton City Hall — 5th Floor 1055 South Grady Way Fax: (425) 430 —7241 All notices and correspondence to Surety shall be mailed certified mail, return receipt requested, with a copy by telecopier to: Travelers Casualty and Surety Company of America Attn: Mr. Gerald M. Ormiston 3455 South 344th Way, Suite 200 Auburn, WA 98001 Fax: 253-946-7156 Takeover Agreement — Page 9 of () 16. No Third Party Rights. Nothing in this Agreement shall be deemed to create any rights in favor of, or to inure to the benefit of any third party or parties, or to waive or release any defense or limitation against third party claims. 17. All Claims Referred to Surety. Owner recognizes that Surety may be liable to unpaid suppliers and subcontractors of Principal. Owner agrees to make no representations or promises of payment to these suppliers and subcontractors and to refer all inquiries to Surety. 18. Surety's Performance Rights Confirmed. Nothing shall limit Surety's rights as a Completing Surety under the General Contract and applicable law. Owner hereby recognizes those rights, including the right of equitable subrogation that affords to Surety all rights and remedies of Owner against Principal, such as offset, and withholding, among others. Further, Owner also recognizes Surety's subrogation to the rights as a performing Surety under the General Contract, including the right to additional compensation or damages where allowed or appropriate under the General Contract or applicable law for claims or matters arising after the date of this Agreement. The Owner expressly agrees and acknowledges: (i) that Surety is entering into this Agreement not as a contractor, but as a means of satisfying the Surety's performance obligations under the Bond; and (ii) that the Surety has provided to Owner the Completing Contractor, a fully licensed contractor, to finish the project. 19. Agreement Binding on Successors. This Agreement shall be binding upon the successors and assignees of Surety and Owner. 20. No Modification Except in Writing. This Agreement cannot be modified except in a writing signed by both Owner and Surety. 21. Terms of General Contract and/or BondControl. In case of conflict between the provisions of this Agreement and the provisions of the General Contract and/or Bond, the General Contract and Bond shall control. Further, this Takeover Agreement — Page 10 of 10 Agreement, the General Contract and the Bond constitute the entire Agreement between Owner and Surety and, together, supersede all prior negotiations, representations, offers, other writings and oral statements of every description. 22. Washington Law Applies. This Agreement and the performance under this Agreement, shall be governed by, and construed in accordance with the laws of the State of Washington. In any suit, action, or proceeding that may be brought arising out of, or in connection with, or by reason of this Agreement, the laws of the State of Washington shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any suit, action, or proceeding may be instituted. 23. No Waiver. The failure of either party to exercise in any respects a right provided for in this Agreement shall not be deemed to be a subsequent waiver of the same right or of any other right. 24. No Claims. Surety and Owner agree that the terms of this Agreement contemplate, provide for, and resolve whatever claims, whether based on General Contract, common law or otherwise, that one may have against the other, related to, or arising from, in any manner, the Project, the Principal or Surety's Bond, known as of the date of this Agreement. 25. Counterparts. This Agreement may be executed in any number of counterparts each of which when executed and delivered shall be deemed to be an original with all counterparts constituting but one and the same instrument. The execution of this Agreement by any parties hereto will not become effective until counterparts hereof have been executed by all parties. 26. Construction. The Owner and Surety have been represented by counsel who has materially participated in the authorship of this Agreement, it being understood that the rule of construction that a written agreement is construed Takeover Agreement — Page 11 of I I against the party drafting or preparing such agreement shall not be applicable to the interpretation of this Agreement. WHEREFORE, Surety and Owner have executed this Agreement by their authorized representatives. DATED: 0`�8,� CITY OF RENTON ATTEST: -+✓ By: MarilyrVJ.LYetersen JEde Tanner City Clerk Its: Mavnr DATED: a��� TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Its: Bond Claim Manager Takeover Agreement — Page 12 of 12