HomeMy WebLinkAboutJacobs Engineering Group Inc Settlement AgreementSETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into as of the 8th day of April, 2009
by and between the CITY OF AUBURN ("City"), JACOBS ENGINEERING GROUP, INC.
("Jacobs"), and WHPacific, Inc., its parent, predecessors, subsidiaries and affiliates( all herein
collectively known as "WHPacific"). The City, Jacobs, and WHPacific are sometimes
hereinafter referred to as "Party(ies)."
RECITALS
A. The City contracted with Sverdrup Civil Engineers, Jacobs' predecessor in
interest, for professional design services (the "Contract") in connection with the Road
Reconstruction Project on South 277th Street between Auburn and Kent ("Road Project").
B. Jacobs, in turn, entered into a contract with WHPacific as a subconsultant to
determine right-of-way requirements with regard to the Road Project.
C. In 2002, Mr. Monk filed a lawsuit against the City (King County Cause No. 02-2-
13216-2 KNT) asserting, among other things, an inverse condemnation claim related to the Road
Project and his property (the "Monk Lawsuit"). The Court ultimately found a taking of Mr.
Monk's property and awarded him $64,259.79 in damages. The court also awarded Mr. Monk
his attorneys' fees, expert witness fess, and costs in relation to the inverse condemnation claim.
D. The City filed an indemnity action against Jacobs alleging that Jacobs and W&H
Pacific failed to properly identify the right-of-way on the Road Project with regard to Mr.
Monk's property. The City sought recovery of all damages awarded to Mr. Monk in the prior
litigation.. The lawsuit is captioned Complaint for Breach of Contract, King County Superior
Court, Cause No. 08-2-20246-1 KNT (the "Lawsuit"). Jacobs answered, denying all claims, and
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filed a Third Party Complaint against W&H Pacific, alleging indemnity and breach of contract.
E. Jacobs and WHPacific deny they are liable for the claims asserted in the Lawsuit.
F. All Parties desire to settle the Lawsuit on the terms and conditions described in
this Agreement.
Therefore, the Parties agree as follows:
TERMS
1. Payment Terms. Within thirty (30) days of mutual execution of this Agreement,
the City shall receive one check payable to the City of Auburn from Jacobs Engineering Group,
Inc. for Ten Thousand Dollars and 00/100 ($10,000) and one check payable to the City of
Auburn from W&H Pacific, Inc. for Two Hundred Forty-Three Thousand Seven Hundred Sixty-
Eight Dollars and 501100 ($243,768.50) for a total payment of Two Hundred Fifty-Three
Thousand Seven Hundred Sixty-Eight Dollars and 501100 ($253,768.50).
2. Waiver and Unconditional Release bv the CitX. The City does hereby forever
release, remise, acquit, and discharge Jacobs Engineering Group, Inc., and WHPacific, Inc..,
their parents, affiliates, predecessors, shareholders, subsidiaries, affiliated entities, agents,
employees, contractors, subcontractors, officers, directors, representatives, successors, assigns,
engineers, attorneys, and all other persons or entities who are claimed to be or may be liable of
and from any and all claims, demands, damages, liabilities, suits, actions, and causes of action of
whatsoever kind, nature, or description, present and future, now known or hereafter discovered,
whether arising in law or equity, upon contract or tort, or under state or federal law or laws, or
under common law or otherwise, which the City has had, now has, or hereafter may have or
claim to have, against Jacobs or WHPacific for or by reason of any act, omission, matter, cause
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or thing whatsoever related to the Lawsuit, the Monk Lawsuit, or the Contract.
The City acknowledges that it has specifically contemplated and bargained for the
extinguishment of all Claims arising from the Lawsuit, the Monk Lawsuit, or the Contract, as
well as unknown claims, and is aware of the holding in Nevue v. Close, 123 Wn.2d 253, 867
P.2d 635 (1994). The City further agrees to defend and hold Jacobs and WHPacific harmless
from any and all liens and subrogation interests arising out of either the Lawsuit, the Contract,
the Monk Lawsuit, or this Settlement Agreement. The City's duty to defend and hold Jacobs and
WHPacific harmless extends to any subrogation interest that has been or could be asserted by the
City's liability carrier with relation to the Lawsuit, the Contract, the Monk Lawsuit, or this
Settlement Agreement.
3. Waiver and Unconditional Release by Jacobs. Jacobs hereby releases WHPacific,
its affiliates, predecessors, parent, shareholders, subsidiaries, affiliated entities, agents,
employees, contractors, subcontractors, officers, directors, representatives, successors, assigns,
engineers, and attorneys in the same manner and to the extent of the City's release as expressly
stated in Paragraph 2.
4. Waiver and Unconditional Release bv WHPacific. WHPacific hereby releases
Jacobs, its affiliates, predecessors, shareholders, subsidiaries, affiliated entities, agents,
employees, contractors, subcontractors, officers, directors, representatives, successors, assigns,
engineers, and attorneys in the same manner and to the extent of Jacobs' release as expressly
stated in Paragraph 3.
5. No Admission of Liabilitv. The Parties acknowledge that the releases set forth
herein and Jacobs' and WHPacific's giving of consideration pursuant to the terms of this
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Agreement do not constitute an admission of liability by Jacobs or WHPacific and are given in
full settlement and compromise of the disputed claims alleged by the Parties in the Lawsuit.
6. Representation. The City of Auburn is represented herein by Daniel B. Heid and
Stephen R. King of the City of Auburn Legal Department. Jacobs Engineering Group, Inc. is
represented herein by Stanton P. Beck and Jennifer M. Beyerlein of Lane Powell PC. WHPacific,
Inc. is represented herein by Henry Jameson of Jameson, Babbitt, Stites & Lombard, P.L.L.C. The
Parties acknowledge that their respective attorneys have fully advised them concerning their rights
with respect to the execution of this Agreement and its effects and that they understand the same;
and that the named attorneys are authorized and directed to take all necessary action to dismiss with
prejudice all claims and causes of action set forth in the Lawsuit without costs or attorneys' fees to
any Party, each Party to bear that Party's own fees and costs.
7. Dismissal of Lawsuit. Within five business days after the City's receipt of the
Settlement Amount, the Parties shall cause to be filed in the Lawsuit a dismissal with prejudice of
all claims asserted therein.
8. Enforcement. This Agreement shall be construed and enforced in accordance
with, and governed by, the laws of the State of Washington. Venue for any disputes relating to
this Agreement shall be had in King County Superior Court, Seattle, Washington.
9. Jointly Drafted. This Agreement has been drafted jointly by the Parties following
negotiations between them. It shall be construed according to its terms and not for or against any
Party.
10. Entire Understanding. This Agreement contains the entire understanding of the
Parties in connection with the subject matter of this Agreement and it supersedes and replaces all
prior negotiations, statements, and representations concerning the subject matter of this
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Agreement except as expressly contained in this Agreement.
11. Severabilitv. If any provision of this Agreement is deemed by law to be void,
invalid, or inoperative for any reason, or any phrase or clause within such provision is deemed by
law to be void, invalid, or inoperative, that phrase, clause, or provision shall be deemed modified
to the extent necessary to make it valid and operative, or if it cannot be so modified, then such
phrase, clauses, and provisions shall be deemed severed from this Release, with the remaining
phrases, clauses, and provisions continuing in full force and effect as if the Agreement had been
signed with the void, invalid, or inoperative portion so modified or eliminated.
12. Authoritv. The Parties acknowledge and represent that they are effecting this
settlement and executing this Agreement after having received full legal advice to their rights
from legal counsel, and hereby warrant that they have the sole right and exclusive authority to
perform their respective obligations under this Agreement and receive the benefits specified
herein, and that no other person or entity has or has had any interest in the claims released herein,
nor have any of the claims referred to herein been sold, assigned, transferred, conveyed or
otherwise disposed of.
13. Descriptive Headings. Titles to paragraphs in this Agreement are for
informational purposes only and are not intended to limit or amplify the content of any
paragraph.
14. Execution. This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts shall constitute one agreement.
15. Amendment. This Agreement may not be amended, altered or modified, except
by a written amendment executed by all Parties.
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DATED this day of , 2009.
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
The
By
I, t4e undersig ed, a Notary Public in and for the State of Washington, h~ret~y cert~fy that on this
~ day of 2009, personally appeared before me '~'~f't
to me known to be th individual described in and who executed the foregoing instrument and
acknowledged that he/she signed the same as his/her free and voluntary act and deed, for the uses
and purposes therein mentioned.
GIVEN under my hand the day and year last above-written.
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; - Notary Public
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108373.0020/ 1699271.1
Ma vd v~ Title
DATED this day of , 2009,
I
TEXAS
STATE OF QXA(kG]QNRMIN )
) ss.
COUNTYOF Tarrant )
Jacobs Engineering, inc.
Ry C~
Bn6Prt M_ CIPmPnt Name
Group Vice President Title
I, the undersign d, a,Notary Public in and for the Slate of (~ad~~aa, hereby certify that on lhis
_2L day of 2009, personaily appeared before me Robert M. Clement ,
to me ktiown to e the individual ciescribed in and who executed the foregoing instniment and
acknowledged that he/she signed the same as his/her free and voluntary act and deed, for the uses
and purposes therein mentioned.
GIVEN under my hand the day and year last above-written.
KATHY K. LINGLE
Notary Pubiic
STATE OF TEXAS
~oFMy Camm. Exp. 03/21/2012
108373.0020/ 1699271.1
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F:athv K. Lingle
Notary Public
in and for the State ofi#M%6X. Texas
Residing at Fort Worth
DATED this 14 day of \ 2009.
v~ c~sh ►
STATE OF AtAtK-A )
) ss.
WHPacific, Inc..
~~1~~ h> ~ Name
~<r~~ - r Title
I, the undersigned, a Notary Public in and for the State o€A-4her y certi that on this ~
day of t ii 2009, personally appeared before me Jo Yl 'lSf , to me
known to e the individual described in and who executed the foregoing instrument and
acknowledged that he/she signed the same as his/her free and voluntary act and deed, for the uses
and purposes therein mentioned.
GIVEN under my hand the day and year last above-written.
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Notary Public
in and for the S te of W hin on.4
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108373.0020/ 16992711