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HomeMy WebLinkAboutTotal Site Services, LLC Compromise, Settlement and Release Agreement (C5-GN9A-14-01)COMPROMIS E, SETI'LEMENT, AND RELEASE AGREEMENT THIS COMPROMISE, SE'ITLEMENT, AND RELEASE AGREEMENT ("Agreement") is entered into as of the date the last party executed this Agreement (the "Effective Date") by and between The City of Pasco, a Washington municipal corporation duly organinxl UDder the laws of the State of Washington, whose address is 525 N 3rd Avenue, Pasco, WA 99301 ("City"), and Total Site Services, LLC ("TSSj, whose address is 2780 Salk Av~ Richland, WA 99354 and are sometimes refem:d to collectively as the "Parties." Recitals The City advertised for submission of bids for the completion of the City's Pasco Police Community Services Building, Project No. C5-GN9A-14-01 (the "Project''). On or about June 1, 2015, TSS entered into a lump sum contract "(the Contract") to provide construction services on the Project. The Notice to Proceed was issued on June 10, 2015 and TSS began work on June 15, 2015. The Project was originally scheduled to be substantially complete no later than April 30, 2016 (320 calendar day duration). However, the Project duration ultimately expanded to over 600 days. After work began, it became apparent to TSS that the plans were incomplete and defectiv~ and as a consequence, TSS's work was impacted and the Project delayed The City's disputes liability and responsibility for the issues TSS encountered on the Project. Aftec the Project was complete, TSS met with the City to discuss a delay and impact claim, and also provided additional information regarding the basis ofTSS's claim. The Parties were unable to resolve TSS's claim and TSS commenced a lawsuit in Franklin County Superior Court, Case No. 19-250141-11 (the "Lawsuit"). The City of Pasco asserted a counterclaim against TSS for breach of contract. The Parties desire to enter into this Settlement Agreement in order to resolve all known claims and disputes against one another arising ftom the Lawsuit or otherwise associated with the Pasco Police Community Services Building Project. NOW, THEREFORE, in consideration · of the terms and conditions set forth in this Agreement, the Parties agree as follows: I. Settlement Paym ent: The City shall pay TSS the sum of $145,000.00 within fifteen (15) days of execution of this Agreement by all Parties. 2. Full Mutual Release: In consideration of the mutual covenants, mutual release between the Parties and the promises contained herein, the sufficiency of which is expressly acknowledged, and the $145,000.00 Settlement Payment descnl>ed above, TSS vobmtarily releases, waives, and forever discharges the City and its past and present employees, agents, officials, officas, board manbers, representativ~ successors, attorneys, and all 11-ffiliated organi:zations, compani~ foundations, and corporations, ftom any and all claims, demands, and causes of action, known and unknown, that TSS may now have or that might subsequently accrue arising out of or connected with, directly or indirectly, with the Project. In consideration of the mutual covenants, the mutual release between the Parties and the promises eontained herein, the sufficiency of which is expressly acknowledged, the City voluotarily releases, waiv~ and forever discharges TSS and its past and present employees, agents, officials, officers, board members, representativ~ successors, attorneys, and all affiliated organi:zations, companies, foundations, and corporations, from any and all claims, demands, and causes of action, known and unknown, that the City may now have or that might subsequently accrue arising out of or connected with, directly or indirectly, with the Project 3. No Admismon of Liability. The Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of a number of disputed issues, claims, and allegations between the parties. No action taken by the Parties hereto, or either of them, eithec previously or in connection with this Agreement shall be deemed or construed to be (a) an admimon of the truth or falsity of any claims made or (b) an acknowledgment or admission by either party of any fiwlt or liability whatsoever to the other party or to any third party. 4. Capacity to Execute. Each of the Parties and each of the undersigned individuals hereby warrant to the other Parties that the undersigned have the authority to execute this Agreement and to bind the respective Parties to this Agreement. The Parties represent and warrant that they are the owners of all claims settled and released herein, that they have the authority to release all claims settled and released herein, and that they have not assigned to any other person or entity all or any portion of any claim settled and released herein. S. Governing Law/ F.nforcement This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Washington. This Agreement was negotiated and prepared at arms-length by counsel for the parties and shall be interpreted in acconlance with its plain ineaoing. and shall not be construed for or against any party. In the event either party takes legal action to enforce the terms of the Agreement, the substantially prevailing party shall be awarded its attorney fees. 6. Attorney Fees, Costs, Disbmsements,. and Expenses. The parties acknowledge that they are respoDSiole for their own attorney fees, costs, disbursements, and expenses incurred in connection with the claims and allegations arising fiom or associated with the Project 7. Entire Agreement This Agreement sets forth the entire agreement between the Parties, and fully supersedes any and all prior agreements or understandings between them 2 pertaining to the subject matter of this Agreement. It is agreed that this Agreement may be modified only by a subsequent written agreement executed by both Parties. 8. Severability . Should any portion of this Agreement be declared or be determined to be illegal, invalid, or Wienforceable, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of th.is Agreement. 9. Multi ple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Facsimile or photocopies of original signatures shall be binding with the same force and effect as if such facsimile or photocopy were an original thereof. IN WITNESS WHEREOF the Parties have voluntarily executed this Agreement. By executing this Agreement. each Party stipulates, agrees, and warrants as follows: (1) that the terms of this Agreement are reasonable; (2) that the persons executing this Agreement have carefully read and Widerstands all of the provisions of th.is Agreement and have had an opportunity to review this Agreement with personal coWisel, and are voluntarily and knowingly entering into th.is Agreement; (3) that the persons executing this Agreement will not challenge or contest in any way the capacity or authority of any party hereto to enter into this Agreement; and ( 4) that the person executing this Agreement has the necessary and appropriate authority and capacity to execute this Agreement and to make this Agreement fully binding upon and enforceable against himself, herself, or the entity he or she represents. r Jv\'-l DATED th.is \'5 day of-:ktfte;-i0t9. THE CITY OF PASCO: TOTAL SITE SERVICES, LLC By: Lisa Cha pman-Rosa Its: Owner 3 pertaining to the subject matter of this Agreement. It is agreed that this Agreement may be modified only by a subsequent written agreement executed by both Parties. 8. Severabilitv. Should any portion of this Agreement be declared or be determined to be illegal, invalid, or unenforceable, the validity of the remaining parts, tenns, or provisions shall not be affected thereby and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement. 9. Multiple Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Facsimile or photocopies of original signatures shall be binding with the same force and effect as if such facsimile or photocopy were an original thereof IN WITNESS WHEREOF the Parties have voluntarily executed this Agreement. By executing this Agreement, each Party stipulates, agrees, and warrants as follows: (I) that the tenns of this Agreement are reasonable; (2) that the persons executing this Agreement have carefully read and understands all of the provisions of this Agreement and have had an opportunity to review this Agreement with personal counsel, and are voluntarily and knowingly entering into this Agreement; (3) that the persons executing this Agreement will not challenge or contest in any way the capacity or authority of any party hereto to enter into this Agreement; and ( 4) that the person executing this Agreement has the necessary and appropriate authority and capacity to execute this Agreement and to make this Agreement fully binding upon and enforceable against himself, herself, or the entity he or she represents. DA TED this ___ day ofJune, 20 I 9. THE CITY OF PASCO: TOTAL SITE SERVICES, LLC ~iLJapwi-~ By: ___________ _ By: Lisa Chapman-Rosa Its: _____________ _ lts:_~Own~=er~---------- 3