Approve settlement agreement and terminate contract no. AIP 3-53-0078-009-2017 BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 20-076
APPROVING A SETTLEMENT AGREEMENT AND
TERMINATE CONTRACT NO. AIP 3-53-0078-009-2017
BETWEEN LEWIS COUNTY AND MCCLURE AND SONS
INC.
WHEREAS, per Resolution 17-238, a contract was awarded to McClure and Sons Inc. for
the reconstruction of the taxiway together with associated improvements at the South
Lewis County Airport; and
WHEREAS, McClure and Sons have settled upon an agreement to terminate their
contract with some compensation for expenditures in the amount of S34,216.00 ; and
WHEREAS, McClure and Sons has agreed not to bid on the re-bid for the South Lewis
County Airport Improvements Project, AIP 3-53-0078-009-2017; and
WHEREAS, Public Works has reviewed the settlement agreement and addendum and
recommends that the Board of County Commissioners (BOCC) authorize execution of
the agreement.
NOW THEREFORE BE IT RESOLVED the BOCC has determined it is in the best public
interest to execute the settlement agreement and addendum between Lewis County
and McClure and Sons Inc.
DONE IN OPEN SESSION this 2nd day of March, 2020.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Kevin McDo'iell Gary Stamper
By: Kevin McDowell, Gary Stamper, Chair
Deputy Prosecuting Attorney
ATTEST: �'``'T'•w '• Edna J . Fund
•`�?, �gD OF`.�i�
‘'-..•Edna J. Fund, Vice Chair
SI'C'
• :
•�sF�iv::: •••
Rieva Lester Robert C . Jackson
Rieva Lester, Robert C. Jackson, Commissioner
Clerk of the Lewis County Board of County
Commissioners
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT is entered into by and between McClure and Sons,
Inc. (hereinafter the "Contractor") and the County of Lewis, Washington (hereinafter
"Lewis County" or the "County"), for themselves, their officers, directors, executives,
managers, employees, agents, attorneys, divisions, related and subsidiary entities,
affiliates, successors and assigns (all of whom are collectively referred to as the
"parties").
WHEREAS, the County awarded contract AIP No. 3-53-0078-009-2017 (the "Contract")
to the Contractor; and
WHEREAS, certain controversies have arisen with respect to the performance and
payment under the Contract(hereinafter the "Controversies"); and
WHEREAS, the parties reached an accord regarding the Controversies and the Contract
Dispute, and now wish to commit the terms of their accord into this Settlement
Agreement;and
WHEREAS,each party enters into the settlement freely and voluntarily;
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein,the parties agree as follows:
1. NO ADMISSION OF LIABILITY. Neither this Settlement Agreement nor anything
contained within it shall be admissible in any proceeding as evidence of liability or
wrongdoing on the part of either party. However, this Settlement Agreement may be
introduced in any proceeding instituted to enforce its terms.
2. PROMISE TO PAY. In full resolution of the Controversies, County agrees pay to the
Contractor the amount of $34,216.00 dollars (the "Settlement Amount"). Such
Settlement Amount includes all monetary remedies of any kind relating to the
Controversies, including but not limited to, equitable adjustments, bonds,insurance, time,
materials, sub-contracts and sub-contractors, interest, and any unpaid amounts in any
prior invoices relating to the Contract.
3. PAYMENT. Payment will be made within 30 days of full execution of this
Settlement Agreement by all parties.
4. TERMINATION OF CONTRACT. By reason of the parties' settlement, the Parties
agree that upon full execution of this Settlement Agreement by all parties, the Contract
shall be terminated.
5. MUTUAL RELEASE OF ALL CLAIMS. In consideration for their faithful
performance of the terms of this Settlement Agreement, the parties, for themselves, their
' Settlement Agreement
McClure and Sons, Inc.
Page 2
successors, assigns, and in the case of the Contractor its subcontractors, do hereby
relinquish, waive, release, acquit and forever discharge each other of and from any and
all claims, disputes, actions, charges, contractual obligations, complaints, causes of
action, rights, demands, debts, damages, or accountings of whatever nature, at law or in
equity,known or unknown, asserted or not asserted,which they have now or may have in
the future against one another, based on any actions or events which occurred prior to the
date of this Settlement Agreement, including without limitation the aforesaid
Controversies and those arising out of or related to the aforesaid Contract, any claims for
delay, disruption and impact, any claims (including statutorily based claims) for
attorneys' fees and costs incurred in connection with them, and any claims for interest,
except as provided for in Paragraph 2 of this Settlement Agreement.
6. INDEMNIFICATION. Contractor agrees to indemnify, defend, and hold harmless the
County and its departments, elected and appointed officials, employees, agents and
volunteers, harmless from and against any and all claims, damages, losses, expenses,
costs and attorney's fees, arising out of any claim, suit, or demand of any sub-contractor
relating to any sums owed, or allegedly owed, relating to the Contract.
7. BINDING EFFECT.This Settlement Agreement shall be binding upon and inure to the
benefit of the parties' respective heirs, successors, assigns and personal representatives.
8. NON-ASSIGNMENT. A party's rights under this Settlement Agreement may not be
assigned without the express written consent of the other party, which consent may be
given only in accordance with applicable law and regulation.
9. ADDITIONAL DOCUMENTS. The parties agree to execute whatever modification(s)
of the Contract, invoices, and any and all other additional documents as may be
reasonably necessary to carry out the terms, conditions and obligations of this Settlement
Agreement.
10. INTEGRATION. This Settlement Agreement is entered into by each of the parties
without reliance upon any statement, representation, promise, inducement, or agreement
not expressly contained herein. This Settlement Agreement constitutes the entire
agreement between the parties concerning the aforesaid settlement and release of claims.
11. SEVERABILITY. If any portions of this Settlement Agreement are held invalid and
unenforceable, all remaining portions shall nevertheless remain valid and enforceable, to
the extent they can be given effect without the invalid portions.
12. NEGOTIATED TRANSACTION. Each of the parties has participated in the
negotiation of this Settlement Agreement. Accordingly, for all purposes, this Settlement
Agreement shall be deemed to have been drafted jointly by the parties.
' Settlement Agreement
McClure and Sons, Inc.
Page 3
13. COUNTERPARTS. This Settlement Agreement may be executed in any number of
copies, each of which shall be deemed to be a counterpart original.
14. REPRESENTATION OF AUTHORITY. Each person signing this Settlement
Agreement hereby represents and warrants that he or she has the authority to bind the
entity on behalf of which he or she has signed.
IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement
as of the date written below.
URE AND SONS, INC. BOARD OF COUNTY COMMISSIONERS
�� LEW 3TWASFHNGTON
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Print Name t4 - LAA 1
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• • . ., Commissioner i?ober-,- C. S64.c,1e5�,•t
12-30_1 , 2019
Date Signed
LEWIS COUNTY PUBLIC WORKS ATTEST:
J Me calf, Director of Pub[c Works Rieva Lester, Clerk of the Board
2 6 — Zo -O , /if e _ o, ,2019 Z ,2.n
Date Signed Date Signed
•• couNry••.
APPROVED AS TO FO i siy',0°pRD-die.1,47.
JONATHAN L. EYER :Q: SINCE ;e:
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Deputy Prosecuting Attorney •':sy o
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Print Name
FIRST ADDENDUM TO SETTLEMENT AGREEMENT BY AND BETWEEN MCCLURE AND
SONS, INC. AND THE COUNTY OF LEWIS
THIS ADDENDUM is made and entered into this 6th day of January 2020, by and
between the McClure and Sons, Inc. (hereinafter referred to as "Contractor") and the County of
Lewis(hereinafter referred to as"County"), and provides that while Contractor may submit bids
as to other current and future County projects, Contractor agrees that it will not bid on the
taxiway improvement project.
RECITALS
WHEREAS, the County and the Contractor are entering into a settlement agreement
relating to the taxiway improvement project at the South Lewis County Airport ("Agreement");
WHEREAS, the Agreement is intended to be a full and final resolution of the parties'
relations as to said matter; and
WHEREAS, McClure and Sons may submit bids as to other current and future County
projects;
NOW,THEREFORE, the parties agree to supplement the Agreement as follows:
AGREEMENT
1. An additional paragraph 15 is added to the Agreement as follows:
15. FUTURE BIDS. Contractor may submit bids as to other current and future
County projects; however, Contractor agrees that it will not bid on the taxiway
improvement project at the South Lewis County Airport, it being substantially similar
in scope to that undertaking which was terminated by this Settlement Agreement.
2. Except as otherwise provided herein, all terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day
fi ritten above.
M C E AND NS, INC. COUNTY •F LEWIS
I/////.///�//TIKer"
Si n tur :ignature
Les McClure ,/e4fi
Print Name Josh Metcalf, Director of Public Works
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4
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: March 2, 2020
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Approving a Settlement Agreement and terminate contract No. AIP 3-53-0078-009-2017 between
Lewis County and McClure and Sons Inc.
Contact: Josh Metcalf Phone: 360-740-2762
Department: PW - Public Works
Description:
This resolution will approve a Settlement Agreement between Lewis County and McClure and Sons,
Inc. and terminate a contract no. AIP 3-53-0078-009-2017 awarded by Resolution 17-238, August
14, 2017.
Approvals: Publication Requirements:
Publications:
User Status
PA's Office Pending
Additional Copies: Cover Letter To:
Josh Metcalf, PW; Tina Hemphill, PW; Robin
Saline, PW; Rose Williams, PW