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HomeMy WebLinkAboutAddendum - 67SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is entered into as of January 28, 2026, by and between the City of Renton (the "City") and Cascade Civil Construction, LLC ("Cascade"). Collectively these are the "Parties." Recitals a.After a pitblic Invitation for Bid related to the Williams Avenue South and Wells Avenue South Conversation Project (the "Project'), Cascade and the City entered into a fixed price Contract No. CAG-20-001, which was subject to the 2018 Washington State Department of Transportation Standard Specifications for Road, Bridge, and Municipal Construction with certain modifications (collectively, the "Contract') to construct the Project. As adjusted by Change Order, the current Contract Sum is $10,424,543.61. b.During construction of the Project, Cascade asserted claims regarding alleged additional costs incurred because of alleged changes, delays, and impacts to its work on the Project arising from unforeseen conditions and other issues (the ·'Claims"). The City disagreed that Cascade was entitled to added compensation related to the Claims. c.The Parties negotiated the claims at a mediation on January 28, 2026. The Parties, without admitting liability, have reached an agreement expressed herein to resolve any and all claims arisingfrom or related to the Project, except for those expressly reserved herein. Agreement 1.By this Agreement and in consideration of the respective agreements of the Parties, and except as specifically reserved in this Agreement, the Parties intend to achieve a full and complete settlement and compromise of all claims, disputes and controversies among them arising out of the work performed on the Project, and any and all claims by or against any of the Parties that relates in any manner to the Project, including all claims that either Cascade or any subcontractor or supplier of any tier presented or could have presented. This Agreement will be null and void, strictly confidential, and subject to ER 408 and Chapter 7.07 RCW, if this Agreement is not ratified by the City of Renton City Council and thereafter executed by the Mayor of the City of Renton. The City's mediation staff will recommend approval and execution of the Agreement. 2.Cascade will submit all necessary documentation to achieve Final Completion. Cascade's achievement of Final Completion will be subject to all SETTLEMENT AGREEMENT AND RELEASE Page 1 1853 73313.2 ϙ@ϱ͑͏ϱ͏͏͐ provisions of the Contract. Following Final Completion, Final Acceptance will occur per the tenns of the Contract. 3.In exchange for the settlement reflected herein, and provided Cascade achieves Final Completion, the City will pay Cascade Five Hundred and Ninety Thousand Dollars ($590,000) (the "Settlement Amount"), which is all inclusive of all unresolved and outstanding issues and unpaid amounts under the Contract, to settle all remaining disputes related to the Project, including but not limited to the Claims, any a,nd all other claims by Cascade and all oQt� respective subco:qtrc1,ctors ui-.suppliers of. any tier on the Project. The City will determine and pay any sales tax due ,on the Settlement Amount, and will assume responsibility for any consequences related to such detennination. Following Final Completion, Cascade will submit an Application for Priyment including the Settlement Amount (as incorporated into the Contract via a final Change Order) reflecting the Settlement Amount. The City will make payment on such final Change Order and the final Application for Payment within thirty (30) days of submission of the final Application for Payment. 4.There will be no further Change Orders on the Project except any needed to effectuate this Agreement and Final Completion. 5.Except for the obligations under this Agreement and as specifically reserved in this paragraph, the City, on behalf of itself, its council, directors, employees, assigns, and agents, past and present, and anyone acting on its behalf; and Cascade, on behalf of itself, its principals, members, officers, directors, subsidiaries, employees, assigns, and agents, past and present, and anyone acting on its behalf, hereby fully and mutually release and discharge one another from any and all debts, obligations, promises, agreements, contracts, actions, causes of action, claims, and demands of any and every nature whatsoever, known or unknown, asserted or unasserted, vested or contingent, which exist, have existed or may have existed, or which hereafter can, will or may exist, that relate to the Project, and all claims that the Parties have or could have made on behalf of themselves, their employees, insurers, contractors, subcontractors and suppliers of any tier for the Project, except as provided in Paragraph 6. For the removal of doubt, the release and discharge under this Paragraph includes (without limitation) any claim related to or arising out of the Washington Public Records Act. 6.The Parties specifically reserve and do not release the following claims and any defenses thereto: a.Claims for breach of this Agreement. b.Claims by the City based on any unexpired warranty or correction period obligation. SETTLEMENT AGREEMENT AND RELEASE 185373313.2 Page2 c.Unknown claims for defense, contribution, and/or indemn ity for bodily injury, personal injury, or property damage to third parties. d.Claims by the City for latent, unknown, and undiscovered defects in the Work. The City warrants and represents that it is not aware of any such latent defects in the Work as of the date of this Agreement. 7.Cascade will directly resolve all claims asserted or pursued by any and all subcontractors of any tier'�nd suppliers o(any tt�r asserted in connection with the Project. Cascade agrees to defend, 'indemnify and hold harmless the City, and its councilmembers, directors, employees, assigns, and agents, past and present, and anyone acting on their behalf from and against any and all claims arising out of the Project, including costs and attorneys' fees, whether known or unknown, asserted or pursued by Cascade's subcontractors or suppliers of any tier, or made on behalf of Cascade, including its employees. If Cascade is unable to fulfill its indemnity obligations under this Paragraph for any reason, including but not limited to Cascade's insolvency or dissolution, then the undersigned will cause Kerr Contractors Oregon, LLC to fulfill Cascade's indemnity obligations under this Paragraph. 8.This Agreement is entered into to avoid the expense, inconvenience, and uncertainty of legal proceedings between the Parties related to the Project. Execution of this Agreement will not constitute an admission by any Party of any liability of any kind. 9.This Agreement cuntains all of the promises and covenants niade by the Parties. In executing this Agreement, each Party warrants that it is relying solely upon its own judgment and knowledge, and that it is not relying on any statement or representation made by the other Party or its agents. 10.All costs and attorneys' fees incurred by the Parties will be borne by the Party incurring them, except that the prevailing Party will be entitled to any and all costs and expenses, including attorneys' fees, incurred in enforcing this Agreement. 11.This Agreement will bind the heirs, successors, representatives and assigns of each Party. Each of the Parties warrant that they have not assigned their claims to any other entity. 12.The Parties acknowledge that they have been represented by counsel in the negotiations of this Agreement and, being fully advised as to the legal effect of this Agreement, have executed this instrument freely and voluntarily. The Parties have mutually drafted this Agreement. SETTLEMENT AGREEMENT AND RELEASE Page 3 185373313.2 13.The provisions of this Agreement are severable and, if any part of it is found to be unenforceable, the other paragraphs will remain fully valid and enforceable. This Agreement will survive the tennination of any arrangements contained herein. This Agreement may be executed in counterparts and by facsimile. 14.All questions with respect to construction of this Agreement and the rights and liabilities incurred hereto will be decided by mandatory arbitration with Richard Skalbania acting as arbitrator. This Agreement will be governed by the laws ofJb�_StaJ.�,_,of.WashiJJg(on without regard to its ch_oic;:.e of law provisions� c;trtd �111�-. arbitratio-ri will be conducted in accordance with the °laws of the State of W ashingto'i1. 15.The individuals executing this Agreement below each represent that they have authority to bind their principi:ils and do bind them by executing this document. The terms and conditions set forth above are agreed upon and effective as of the date of the last signature entered below. SETTLEMENT AGREEMENT AND RELEASE Page4 185373313.2 . , Cascade Civil Construction, LLC �J_...,.._ ___ _ . ,, .-Brent Kerr, President.-�· .. ' January 28, 2026 Kerr Contractors Oregon, LLC �ef� By: Brent Kerr, President January 28, 2026 185373313.2 City of Renton By: -.;. ,,A,mlondo Pavone, Mayor, . .,.i.: .. -. February 17, 2026 Attest By: __________ _ Jason Seth. City Clerk . ,,