Loading...
HomeMy WebLinkAboutVIKEK Environmental Engineers LLC. Settlement1 SETTLEMENT AGREEMENT AND RELEASE THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement Agreement") is entered into by VIKEK ENVIRONMENTAL ENGINEERS, LLC and Dr. VICTOR O. OKEREKE (collectively “Plaintiffs”) and JEFFERSON COUNTY and MONTE REINDERS (collectively “Defendants”). Collectively, Plaintiffs and Defendants are referred to as “the Parties.” The term “Risk Pool” refers to Washington Counties Risk Pool, a Washington public entity risk pooling program, statutorily excluded from the definition of “insurer” under the Washington Insurance Code. RECITALS A. On or about April 21, 2025, Plaintiffs filed a Complaint for Damages in Jefferson County Superior Court, Cause No. 25-200087-16 (hereinafter referred to as “the Complaint”). In the Complaint, Plaintiffs allege claims related to the Professional Services Agreement entered into by Vikek Environmental Engineers, LLC and Jefferson County involving a solid waste facility replacement planning project for the Jefferson County Public Works Department. B. On June 1, 2026, the Parties agreed to settle and resolve all claims or causes of action arising from the facts and allegations set forth in the Complaint, for a total payment of One Hundred and Fifty thousand DOLLARS ($150,000.00) and the non-monetary terms in section 4 of this Settlement Agreement. AGREEMENT AND RELEASE The Parties agree as follows: 1.0 Release and Discharge 1.1 In consideration of the payments and non-monetary settlement terms provided for in this Settlement Agreement, Plaintiffs hereby completely release, acquit, and forever discharge Jefferson County, Monte Reinders, and the Risk Pool, including Jefferson County’s respective past, present, and future officers, directors, commissioners, attorneys, agents, principals, servants, representatives, employees, heirs, executors, administrators, predecessors and successors in interest, subsidiaries, affiliates, partners, privies, assigns, contractors, and insurers (including reinsurers) and all other persons and entities, including Jefferson County independent contractors, (all of the foregoing being hereinafter collectively referred to as the "Released Parties") which are or might be claimed to be liable to Plaintiffs in connection with the facts and allegations set forth in the Complaint, from any and all claims, demands, actions, causes of action, damages, injuries, liabilities and costs (including attorneys' fees) whatsoever, of any and every kind and description, whether known or unknown, now existing or hereafter arising from the facts and allegations contained in the Complaint (all of the foregoing being hereinafter collectively referred to as “Claims/Liabilities), including but not limited to all past and future damages, lawsuits, injuries and expenses, including attorneys’ fees and costs, resulting or to result from such matters, claims/liabilities based on tort, contract, or any other common law or statutory cause of action or any violation of statutory or regulatory obligations, any Claims/Liabilities arising out of the sale 2 and issuance of, coverage under, or investigation, handling and settlement of claims under any policy of insurance issued by any of the Insurers and any Claims/Liabilities arising out of the negotiation, execution, delivery and performance of this Settlement Agreement. Plaintiffs specifically agree that Released Parties shall be released and discharged from any liability to any lienholder or subrogee that may have any interest in amounts recovered by Plaintiffs with respect to the facts and allegations set forth in the Complaint, and that any such lien or claim of subrogation will be satisfied and discharged solely from the amounts payable under Section 2 of this Settlement Agreement. 1.2 Plaintiffs acknowledge and agree that the release and discharge set forth above is a general release. Plaintiffs knowingly waive, and assume the risk of, any claims of any nature whatsoever, which exist as of this date but which Plaintiffs do not know or suspect to exist, including without limitation claims which, if known, would have materially affected Plaintiffs’ decision to enter into this Settlement Agreement. Plaintiffs hereby confirm and understand that facts relating to the allegations in the Complaint may turn out to be other than or different from the facts now known or believed by Plaintiffs to be true; Plaintiffs knowingly assume that risk and acknowledge and agree that this Settlement Agreement shall remain in effect and shall not be subject to termination or revocation by reason of any such different facts. 1.3 All Parties agree that this Settlement Agreement is a good faith compromise of a disputed claim and that payment is not to be construed as an admission of liability on the part of the parties hereby released and that this Release and settlement shall not be used by the undersigned or anyone on their behalf against the Released Parties as a defense in any action which is now pending or which may be brought hereafter, whether such action be asserted in a complaint or by way of cross-action, counterclaim, or set-off. 1.4 Plaintiffs agree to defend, indemnify and hold harmless the Released Parties from and against all lien claimants, attorney fee liens, equitable liens, and any liens of any third parties. 2.0 Payments In consideration of the release set forth above, the following will be paid by the Risk Pool in the manner described below: a. One hundred and fifty thousand DOLLARS ($150,000.00) to be paid to Plaintiffs; and b. Payment will be due within 30 days of this Settlement Agreement, and the settlement check will be made payable to VIKEK ENVIRONMENTAL ENGINEERS, LLC. . 3.0 Attorneys' Fees Each party hereto shall be solely responsible for payment of such party's own attorneys' fees and costs in connection with the Complaint and with the negotiation, documentation and implementation of this Settlement Agreement and all other matters arising from or related to the facts and allegations set forth in the Complaint. 4.0 Non-Monetary Terms 3 The Parties agree to the following non-monetary terms. 4.1A. Written Clarification of Performance Within 10 days of the effective date of this Settlement Agreement, Jefferson County, through an authorized representative, shall confirm in a letter, which contains mutually agreeable language and which is attached hereto as Exhibit A, that: 4.1.1 The early termination of the contract was not based on any deficiency in performance, misconduct, or professional fault by Vikek Environmental Engineers, LLC; and 4.1.2 Services performed through the date of termination were satisfactory and consistent with contractual expectations. 4.1.3 The termination was administrative or discretionary in nature rather than performance-based. 4.1B Public Record Jefferson County shall maintain within the official project file associated with the Project the fully executed copy of the written clarification referenced in 4.1A. The inclusion of these documents shall not require alteration, modification, deletion, or replacement of any existing County record, but shall serve as supplemental documentation providing context regarding the contract termination and services performed by Plaintiffs. 4.2 The County’s Confirmation of Eligibility for Future Contracting The County hereby confirms that each of the Plaintiffs: 4.2.1 Is not currently debarred, suspended, or otherwise restricted from doing business with the County; 4.2.2 Remains eligible to compete for future County contracts under standard procurement rules; and, 4.2.3 The County agrees not to treat the termination as evidence of contractor fault or non-responsibility in future responsibility determinations. 4.3 Mutual Non-Disparagement Dr. Victor O. Okereke and Monte Reinders agree and covenant that they will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning any of the Parties. Jefferson County shall instruct Al Cairns not to make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning Vikek Environmental Engineers, LLC or Dr. Victor O. Okereke . The provisions of this section 4.2 will not be violated by truthful statements about this Settlement Agreement in response to legal process, required governmental testimony or filings, or administrative or arbitration proceedings (including, without limitation, depositions in connection with such proceedings). 4 4.4 Submitted Public Records Requests Plaintiffs agree that all public records requests that they have submitted to Jefferson County, or that have been submitted on behalf of Plaintiffs, can be closed and that Jefferson County need not produce any additional documents pursuant to any currently pending public records request. Plaintiffs further agree not to file any litigation against Jefferson County based upon any already- submitted public records requests made by Plaintiffs or submitted on their behalf. 5.0 Dismissal of Lawsuit Within seven days of the payment required by section 2.0 of this Settlement Agreement, Plaintiffs shall dismiss with prejudice Jefferson County Superior Court, Cause No. 25-200087-16 in which the Complaint was filed. 6.0 Warranty of Capacity to Execute Agreement Each Party represents and warrants (i) that except as otherwise specifically set forth in this Settlement Agreement no other person or entity has or has had any interest in the claims, demands, actions, or causes of actions referred to in this Settlement Agreement; (ii) that Dr. Victor O. Okereke on behalf of Plaintiffs has the sole right and exclusive authority to enter into this Settlement Agreement (including granting the releases provided for herein and receiving the payments specified for Plaintiffs in Section 2); and (iii) that Plaintiffs have not sold, assigned, encumbered or otherwise transferred or conveyed to any other person any of the claims, demands, actions or causes of action referred to in this Settlement Agreement or any interest in any such claims, demands, actions or causes of action in the Complaint. 7.0 Entire Agreement; Binding Effect; Benefit of Agreement This Settlement Agreement constitutes the entire agreement between the Parties with respect to the matters set forth herein. This Settlement Agreement shall be binding upon, shall inure to the benefit of the Released Parties and shall be enforceable only by, the Parties and the respective successors, heirs, executors, administrators and permitted assigns of any of the foregoing. 8.0 Governing Law This Settlement Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington. No party shall argue or assert than any law other than Washington law applies to the governance or construction of this Agreement. 9.0 No Inducements The Parties acknowledge that there have been no inducements or representations upon which any of The Parties have relied in entering into this Settlement Agreement, except as expressly set forth in this Settlement Agreement. 10.0 No Third-Party Beneficiaries The Parties do not intend, and nothing in this Settlement Agreement will be construed to mean, that any provision in this Settlement Agreement is for the benefit of any other person or entity 5 who is not a Settling Party. 11.0 Voluntary Undertaking The Parties acknowledge that they have read this Settlement Agreement and are fully aware of the contents of this Settlement Agreement and its legal effect. This Settlement Agreement is entered into voluntarily and without any coercion by or undue influence on the part of any person not a party to this Settlement Agreement. 11.0 Independent Legal Advice and Investigation In entering into this Settlement Agreement, the Parties acknowledge that they have received independent legal advice from their own counsel and have relied on their own investigation and upon the advice of their own attorney with respect to the advisability of making the settlement provided in this Settlement Agreement. 12.0 Arms-Length Negotiations The Parties agree that this Settlement Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 13.0 Joint Drafting Effort The Parties acknowledge and agree that the drafting of this Settlement Agreement has been a joint effort by the Parties and that this Settlement Agreement will not be deemed prepared or drafted by any one of the Parties. The terms of this Settlement Agreement will be interpreted fairly and in accordance with their intent and not for or against any one of Parties. Parties further acknowledge and agree that each of the Parties possesses equal bargaining power with respect to this Settlement Agreement. 14.0 Admissibility of this Settlement Agreement Any evidence of the existence, terms or negotiation of this Settlement Agreement will be inadmissible in any lawsuit between the Parties; provided, however, that such evidence may be offered in any dispute concerning this Settlement Agreement itself and the Parties may offer such evidence in response to any allegation of breach by them. This Settlement Agreement has been entered into in reliance upon the provisions of Washington ER 408 and Rule 408 of the Federal Rules of Evidence. 15.0 Headings The section headings in this Settlement Agreement are included as a matter of convenience and are not intended to and will not be construed as affecting the terms and conditions of this Settlement Agreement. 16.0 Effectiveness This Settlement Agreement shall become effective on the first date on which it has been executed by all of the Parties. IN WITNESS WHEREOF, the Parties hereto have duly executed this Settlement Agreement in multiple counterparts. This Agreement is in effect as of the date of the last signature below. Plaintiffs: Dr. VICTOR 0. OKEREKE, individually \t ( Date: July 8, 2026 VIKEK ENVIRONMENTAL ENGINEERS, LLC � �� Name: Dr. Victor 0. Okereke, Ph.D., P.E., DEE Title: President and CEO Date: July 8,2026 Defendants: JEFFERSON COUNTY: Name, Title: Greg Brotherton, Chair, Jefferson County Board of Commissioners Date: July 14, 2026 6 Exh. A