HomeMy WebLinkAbout5254 RESOLUTION NO. 5 2 5 4
A RESOLUTION OF THE CITY GOUNCIL OF THE.
CITY OF AUBURN; WASHINGTON, AUTHORIZING
SETTLEMENT OF ALL CLAIMS AGAINST GREEN
SOLUTION PLACE PRELUDIO MANAGEMENT,
LLC, AND GREEN SOLUTION PLACE, INC.
RELATED TO CASE NUMBER 16-2-09405-8 KNT,
CITY OF AUBURN V. GREEN SOLUTION PLACE
PRELUDIO MANAGEMENT, LLC, ETAL.
WHEREAS, the City of Auburn (the "City') is authorized under Revised
Code of Washington 35A.11.010 to "sue and be sued in all courts and
proceedings;" and
WHEREAS, the City is a plaintiff and counterclaim-defendant in the
matter idenfrfied as 16-2-09405-8 KNT; and
WHEREAS, all parties to the above-referenced matter have agreed to an
out-of-court settlement; and
WHEREAS, an out-of-court settlement will reduce potential liability in the
litigation and eliminate the need for a trial.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Sec4ion 1. That the Mayor is hereby authorized to settle all claims
against Green Solution Place Preludio Management, LLC, a Washington limited
liability company, and Green Solution Place, Inc., a Washington corporation
(collectively "GSP") in Case Number 16-2-09405-8 KNT such that the business
operated by GSP at 2801 Auburn Way South is permitted to re-located to 3310
Aubum Way North, there is no admission of liability of fault by any party, antl
--------------------------
Resolution No. 5254
Nove,mber 1, 2016
Page 1 of 2
each party bears its own costs and attorneys' fees, in substantial conformity with
the copy attached herefo, marked as Exhibit "A" and incorporated herein by this
reference.
Section 2. That the Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directions of this
legislation.
Section 3. That this Resolufion shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this��day of ���(�J , 2016.
CITY OF AUBURN
NANC ACKUS, MAYOR
ATTEST:
�Qi��! ( rU�1C�. �
Daniel.le E. Daskam, Ciry Clerk
APP VED TO FOR :
B. ' y Attomey
Resolution No. 5254
November 1, 2016
Page 2 of 2
SETTLEMENT AGREEMENT
This settlement agreement is made and entered into by and between the City of Auburn, a
municipal corporation pursuant to Title 35A of the Revised Code of Washington(the "City"),
and Green Solution Place Preludio Management, LLC, a Washington limited liability company,
Green Solution Place, Inc., a Washington corporation, Stanley J. Johnson and Jane Doe Johnson,
husband and wife, and Queen Avaava and John Doe Avaava, wife and husbarid (collectively
«GSP").
WHEREAS,the City adopted certain legislarive acts related to retail marijuana in January,
-, Mazch, and April of 2016, and;
WHEREAS, GSP has a retail marijuana business located at 2801 Auburn Way South in Auburn,
Washington, which was licensed by the Washington State Liquor and Cannabis Boazd on or
about Mazch 18, 2016, and;
WHEREAS, the City commence.d a superior court action, identified as King County Superior
Court cause number 16-2-09405-8 KNT,to enforce its legislative acts applicable to GSP's retail
marijuana business; and
WHEREAS, GSP asserted counterclaims against the City; and
WHEREAS,the parties have commenced discovery and are preparing for consideration of
dispositive motions on December 9, 2016; and
WHEREAS, settlement of the parties' disputes without additional litigation will conserve
resources and provide certainty and finality that benefits the parties; and
WHEREAS, the parties have negotiated a solution agreeable to both parties and wish to resolve
their disputes without the need for further litigation.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the City and GSP agree as follows:
1. That GSP, for and in consideration of the amount of FIFTY-THREE THOUSAND FIVE
Hi1NDRED AND NO/]OOTHS DOLLARS ($53,500.00) and on the terms and conditions
set forth herein does release the City from any and all actions and causes of action, rights,
suits, covenants and demands whatsoevei in law or in equity, including attorney fees,
which have been and may be sustained by GSP or by any and all other persons,
associations, and corporations, whether named or not, arising out of GSP's retail
marijuana business operation located at 2801 Auburn Way South, in Auburn,
Washington.
�
� �3
2. That the City, for and in consideration of GSP's inevocable and final closure of its retail
marijuana business operation at 2801 Auburn Way South, in Auburn, Washington,
together with GSP's irrevocable and final termination of its associated lease, both
occufring withiri seven(7) days of the execution of this agreement, on the terms and
eonditions set forth herein does release GSP from any and all actions and causes of
action, rights, suits, covenants and deinands whatsoeder in law or in equity, inclnding
attorneys' fees, which have been and may be sustained by the City or by any and all other
persons, associations, and corporations, whether named or not, arising out of GSP's ietail
marijuana business operation located at 2801 Auburn Way South, in Auburn,
Washington.
3. That payment of the amount described in paragraph one (1) shall, within thirty (30) days
after action of the City Council as described in pazagraph four(4) of this agreement,
unless this agreement is terminated in accordance with said paragraph,be paid to,the hust
account of legal counsel for G.SP and shall not be further endorsed or negotiated until
such time as the entry of an order by the court pursuant to the terms of paragraph six (6)
of this agreement.
4. That GSP will, immediately upon GSP's execution of this agreement, cease business
operations at the 2801 Auburn Way South location and deliver to the City express written
confirmation that GSP has irrevocably and finally abandoried its retail marijuana business
operation and its lease for the 2801 Auburn Way South location, subject only to the
adoption of legislation by the City Council as set forth below. The City Counci] shall
consider;within fourteen (14) days after delivery to the City by GSP ofsaid written
copfirination, adoption of legislation to enable GSP to pursue approval of its ptop.osed
retail marijuana business operationat a new site located at 3310 Auburn Way North�in
Auburn, Washington, subjeot to all review processes otherwise required under appliqable
law; including the Auburn IVlunicipal Code, the State Environmental Policy Act, and any
other permit, license, land use, and biisiness approval process related thereto. GSP
acknowledges and agrees that nothing herein is intended to, or will be construed to,
circumscribe or limit the discretion of the City's staff, its hearipgs examiner, its City
Council, ot aay of its other employees, officials, agents, or representatives,each of whom
shall retain full authority apd discretion, as may 6e provided for by any applicable law,
with respect to any proposed legislation and denials and/oi conditions of approval
regazding applications or any other land use entitiement relating to the proposed new site
at 3310 Auburn Way North.
In the event that the City Council does not adopt legislation to enable GSP to pursue
approval of its proposed retail marijuana business operation at a new site located at 3310
��
2 ��
�
Auburn Way North in accordance with the foregoing,then this agreeinent will be null
and void.
5. That GSP shall withdraw its public records request identified as PR16-1203 and any and
all claims arising out of or related in any way to said records re;quest shall be fully and
finally released and settled as a subject of this agreement in accordance with the terms
herein.
6. That the parties shali jointly stipulate to the dismissal of 16-2-09405-8 KNT with
prejudice and without costs to either party not later than ten(10) days after tender of the
payment to GSP described in pazagraph three (3) of this agreement.
7. That each party shall bear its own costs and attorney fees except that adtninistrative costs
of the City's heazing examiner will be apportioned such that the City shall pay said costs
arising out of the appe.al of the stop work order matter and GSP shall pay said costs
arising out of the appeal of the denial of business license matter.
8. That this agreement covers any and all actions, causes of action, rights, suits, covenants,
contracts,agreements,judgments, claims and demaqds, ipoluding attorneys' fe.es,that
either party may possess, in any combination and with any other person, association, or
corporation, and/or his, her, or their heirs, assigns, and executors and admipistrators,
whether named or not, azising out of GSP's retail mazijuana business operation located at
2801 Aubum Way South, in Auburn, Washington.
9. That the parties acknowledge full and final settlement for any claims arising out of GSP's
retail marijuana business operation located at 2801 Auburn Way South, in Auburirn,
Washington, and that such settlement shall not be treated as evidence of IiabiliTy orap
aclmission of liability or responsibilify at any time or in any matter
10. That GSP, on beHalfof itself and all of ifs affiliates, predecessors,representatives or
agents; and all successors and assigns,past and present;and each of them, hereby
covenants not to sue and fully Teleases arid discharges tkie City, Nancy Backus, Largo
Wales;Bob Baggett, Clause DaCorsi;John Holman, Bill Peloza, Yolanda Trout-M,anuel;
Rich Wagner, and their respective spouses as the case may be, and John D"oes 1 20 as
well as all other council members, elected officials;officers, agents; attorneys, insurers,
including the Washington Cities Insurance Authorify, employees, representatives,
successors.and assigns, past and present, and each of them, hereinafter together and
collectively referred to as the "Releasees"with respect to and from any and a11 claims;
wages,deaiands, rights, liens, agreements, contracts, covenants, actions, suits, causes:of
action, obligations, debts, costs, expenses, attomeys' fees;damages,judgments;orders
�
3
and liabilities of whatever kipd or natLire in law, eguity or otherwise, whether now kpown
or unknown, suspected or unsuspected, and whether or not concealed or hidden, which
GSP now owns or holds or has at any time heretofore owned or held as against said
Releasees, arising out of or in ariy way connected with this agreement, or any other
transactions, occurrences, acts or omissions or any loss, damages ar injuries whatever�
known or uuknown, suspected or unsuspected, resulting from any aot or omission by or
on the part of said Releasees, or any of them, committed or omitted prior to the date of
this agreement. This is a full and general release, with no claims reserved.
11. That, as an ongoing covenant of this agreemerit, GSP may not seek, attempt, or in fact
resume any retail marijuana business ope;ation located at or near 2801 Aubum Way
South, Auburn, Washington, unless the City modifies its development regulations and
other municipal code piovisions such that said location is rendered legally permissible for
such use.
12. That GSP warrants and represents that GSP has not heretofore assigned or transferred to
any perSon not a party fo this agreement any releaSed matter or any part or portion thereof
and GSP shall defend,indemnify and hold harmless the Releaseesagainst any claim
including the payment of attorneys' fees and costs actually incurred whether or rio.t
litigation is commenced based on or in connection with or arising out of any such
assignment or transfer made, puiported or claimed.
Without liiniting the generality of the foregoing, GSP also warrants and represents that it
will defend, indemnify and hold.harmless the Releasees against any third party claim
arising from any action;choice;conduct, or other election of GSP to terminate its lease or
other business relations related in any way to any of its actual or proposed businesses
located or to be located at 2801 Auburn Way South, Auburn, Washington. GSP agrees
and acknowledges that this settlement azises out of GSP's own sole decision to cease arid
relocate all of its actual or proposed businesses from 2801 Aubutn Way South, Aubum,
Washington, to such alternative location as GSP may seek and the City may approve.
13, That this agreement will be governed by the laws of the State of Washington.
14. That this agreement constitutes and contains the entire agreement and understanding
concerriing GSP's ratail marijuana business opetation located at 2801 Auburn Way
South; in Auburn, Washington, and any other subject matters addressed herein between
the parties, and supersedes and ieplaces a11 piior negotiations and a11 agieements
proposed or otherwise, whether written or oral, concerning the subject mattgrs hereof:
this is an integrated document.
L5: T'hat GSP sha11 be exclusively liable for the payment of all federal and state taxes which
may be due and owing by GSP as the result of the consideration received from the
4 � 4¢
�
�
settlement ofdisputed claims as set forth herein and GSP hereby represents that GSP
shall make payments of such ta?ces at the time and in the amount required of GSP, and
that GSP shall fnlly defend,indemnify, and hold harmless Releasees and each of them
from payment of taxes or penalties that aze required of them by any government agency
at any time as a result of non-payment of tatces due and owing by GSP with respect to the
consideration set forth herein.
16. That the City has not made, nor does it make, any representation pertaining to any tax or
other consequences to GSP tliat may or may not arise from this agreement and its
acceptance of payments hereunder.
17. That if any provision of this agreement or the application thereof is held invalid, the
invalidity shall not affect other provisions or applications of this agreement which can be
given effect without the invalid provisions or applications and to this end the provisions
of tliis agreement aze declared to be severable.
18. THat in the event either party violates the terms of this agreement, the prevailing party
shall be entitled to recover all costs and expenses incurred by such party in connection
therewith, including reasonable attorneys' fees.
19. Tliat any waiver of any breach of any term or provision to this agreement shall not be
construed to be, nor shall be, a waiver of any other breach of this agreement,
20. That the parties represent that they have relied upon the advice of their attomeys, who aze
attomeys of their own choice, and that the terms of this agreement have been completely
read and explained to them by their attorneys, and that those terms are fully upderstood
and voluntarily accepted by them.
21. Ttiat the parties agree to cooperate fully and to execute any and all supplementary
documents and to take all additional actions that may be necessary or appropriate to give
full force to the basic ternis and intent of this agreement and which are not inconsistent
with its terms.
22. That this agreement is neither expressly nor impliedly intended for the benefit of any
third party and is neither expressly no impliedly enforceable by any thiid party.
23. That the parties acknowledge and agree that this agreement is a compromise of disputed
claims, and the couenants contained herein are not to be construed as an admission of
liability on the part of either party. No concession ar release made by either party in this
� `��
5 �
agreement shall be coristrued or asserted as an admission of liability, wrongdoing, or fault
by any party.
24. That the parties hereby warrant to each other that each has full power and authority to
ente;into this agreement and to undertake the a.ctions contemplated herein, and that this
agreement is enforceable in accordance with its:terms.
25. That the parties have each participated and had an equal opporhxnity to participate in the
drafting of this agreement. No ambiguity sha11 be construed against any party based on a
claim that such party drafted the ambiguouslanguage.
26. That the obligations in this agreement may be modified only by written agreement of the
parties and signed by duly authorized represeritatives ofeach.
27. That this agreement shall become effective iminediately following ezecution by the last
of each of the parties hereto.
ACCEPTANCE OF SETTLEMENT AGREEMENT
The parties have read and fully understand the nature and xgrms of this settlement agreement, and
accept such terms as full and final resolution of their respective claims azising out of the suliject
matters described herein.
GREEN UTI LACE
PRE MA G MENT, LLC,
a W shi n ' it d iability company
1`' -- - -
Stanl ,Managing Member
Date:� /l�_
GREEN SO IO PLACE, INC.,
a Washin rpo ation
Stanle n, President
Date: �G � /(�
6
V �
Stanley J. Johnson, on behalf of himself
and any marital community
Date: lDI�7( I��
Queen va, o alf of herself
and any marita unity
Date; �0 �
STATE OF WASHINGTON )
ss.
County of King )
On this�i � day of October, 2016, before me personally appeazed Stanley Johnson,to
me known to be the Managing Member of Green Solution Place Preludio Management, LLC, a
Washington limited liability company, and he executed the within and foregoing instrument and
acknowledged said instruiiient to be tkie free and voluntary act and deed of said entity for the
uses and purposes therein mentioned.
DATED this �7� day of October, 2016.
��,,,��,,,,,,,
,•�GpRY eG:
'� ���0� � F rin�tname
40N f�'•� p
����OTAR���p'= Notar P lic n and for th tate of Washin on.
: : � e r ; _ My appointment expires:
= �r= PUBLIC :` = Residing at:
',q'••.?�_�.��,.•;,`o
, �\ �'
'.,rF ..,,, � • �v,
STATE'�P�W��?S�GTON )
ss.
County of King )
On this `�day of October, 2016; b:efore me personally appeared Stanley Johnson, to
me known 10 be the President of Green Solution Place, Inq:, a Washington corporation, and he
executed the within and foregoing instruxnent and acknowledged said instrument to bethe free
and voluntary act and deed of said entity for-the uses and purposes therein mentioned.
DATED this�� day of October, 2016.
����'��.,
�'' pRY e ',
.� G -.�
' �, ao�E. G
���;�N TA#p��Nt�A=_ �j� - - Fprint name
RY ^� �
~ o ~ , C�'
:�':, PUBLIC,;_ . � �
. 9rF,,'���1a;:��o; (../
. (�!'�in�ne�`� .,
.
�,,���������.,, ' Notary Public in and for the State of Washington.
��� GpRY B Myappointmentexpires:
.• ,,,
;Q-� •,,,��"°",F'+',,:G�=; Residing at:
� +�
= ";' NorARy=:�_
STATE OF ~ � ~ :'
��.,��,.�OZ ss.
County ofKing�.��F�� SH��� `�, )
, WA ,,,
'��,,,,,�,,,��`
I certify that I know or have satisfactory evidence that Stanley J. Johnson is the person who
appeared before me, and said person acknowledged that he signed this instrument and
acknowledged it to be his free and voluntary act for the uses and purposes mentioned in this
insm�ment.
DATED this�day of October, 2016.
` ,,����,,,,,,. .,,:
'�,��y„`RYE.BG�"-- � �print name
� �: �►OTARy -_p _ N�- -PuBii n and fo e State of Washington.
- ; 1 s f- : - My appointment expires:
: �n�:, PUBL�C;�o; Residing at;
. 9 '••°,',-30,;,�'�C�~;�
''-��OF Wps��,�`'
STATE Ok'VVttHHiNGTON )
ss.
County of King )
I certify that I know or have satisfactory evidence that Queen Avaava is the person who
appeargd before me, and said person acknowledged that she signed this instnunent and
acknowledged it to be her free and voluntary act for the uses and purposes mentioned in this
instrument.
DATED this �� day of October, 2016.
� � � h,� Fprint name
Not� Pubh"c i'n and fo the State of Washington.
My appointment expires:
Residing at:
The City of Auburn:
_ . a ��
8
Nancy Backus, Mayor
ATTEST:
/��5�6
City Clerk
APPROVED AS TO FORM:
Attomey
� ��
9