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HomeMy WebLinkAbout4935 RESOLUTION NO. 4 9 3 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A SETTLEMENT AGREEMENT BETWEEN THE CITY OF AUBURN AND THE STRATFORD COMPANY, LLC WHEREAS, the City of Auburn owns property located at 2 Main Street, Auburn Washington; and WHEREAS, on December 7, 2009, the City executed an Option to Purchase Agreement with The Stratford Company, LLC (Stratford), which agreement granted Stratford the right to purchase the property; and WHEREAS, a dispute arose between the City and Stratford with respect to the Option and its enforceability; and WHEREAS, th e City and Stratford wish to resolve all issues between them related to the property and the Option to Purchase Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and City Clerk are hereby authorized to execute a Settlement Agreement between the City and The Stratford Company, LLC, which agreement shall be in substantial conformity with the agreement attached hereto as Exhibit A and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. ---------------------------- Resolution No. 4935 April 4, 2013 Page 1 of 2 Dated and Signed this day of , 2013. CITY OF UBU PETER B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk APP 4Hei TO FORM Daniel ity tto rne ---------------------------- Resolution No. 4935 April 4, 2013 Page 2 of 2 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT is entered into this 9th day of April 2013, by and between The City of Auburn, a Washington Municipal Corporation("City"), on the one hand, and George Webb in his individual capacity, and as manager on behalf of The Stratford Company, LLC, a Washington limited liability company (hereinafter "Stratford"), on the other hand(collectively, the"Parties"). RECITALS WHEREAS, the City is the owner of property located at 2 Main Street, Auburn, Washington; King County Tax ID 7815700085 (the"Property"); and, WHEREAS, on December 7, 2009, the City executed an Option to Purchase Agreement with Stratford, which document granted Stratford the right to purchase the property; and, WHEREAS, the Parties disagree as to the validity of the conveyance of the Option. Without admitting fault, or conceding the validity or invalidity of the other party's position or arguments regarding the Option, the Parties wish to resolve all issues between them related to this Property and all other issues that may be outstanding between them. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Mutual Releases. 1.1 Payment. For and in consideration of a payment in the amount of ONE HUNDRED TWENTY FIVE THOUSAND and 00/100 DOLLARS ($125,000.00) inclusive of all costs including attorney's fees, by the City to The Stratford Company LLC, and the other covenants and promises contained herein, the parties agree to mutual releases as set forth below. 1.2 Release by Stratford: For all periods of time through the date of this Settlement Agreement, The Stratford Company, LLC, its owners, managers, investors, agents and employees, and George Webb as an individual, and as manager or owner of any other entities, hereby release and forever discharge the City, its officials, attorneys, and employees, from every claim, demand, and cause of action whatsoever, of every kind and nature, whether presently known or unknown, suspected or unsuspected, arising or alleged to have arisen or which shall arise hereafter as a result of or in connection with the claim asserted by The Stratford Company, LLC, George Webb, or any person(s) on their behalf, as communicated in conversations (telephonic or otherwise), correspondence or through other documents, related in any way to real estate transactions involving the City of Auburn, including all claims asserted or that could have been asserted in that, whether based in tort, contract, civil rights and/or any other theory of recovery or remedy, as well as any claims related in any way to property sales, leases, or development agreements between the Stratford Company, LLC, George I Webb as an individual and/or as manager or owner of any entity and the City of Auburn. 1.3 Release by City: For all periods of time through the date of this Settlement Agreement, the City hereby releases The Stratford Company, LLC, its owners, managers, investors, agents and employees, and George Webb as an individual, and as manager or owner of any other entities, from every claim, demand, and cause of action whatsoever, of every kind and nature, whether presently known or unknown, suspected or unsuspected, arising or alleged to have arisen or which shall arise hereafter as a result of or in connection with the claim asserted by the City or The Stratford Company, LLC , George Webb, or any person(s) on their behalf, as communicated in conversations (telephonic or otherwise), correspondence or through other documents, related in any way to real estate transactions involving the City of Auburn, including all claims asserted or that could have been asserted in that, whether based in tort, contract, civil rights and/or any other theory of recovery or remedy, as well as any claims related in any way to property sales, leases, or development agreements between the Stratford Company, LLC, George Webb as an individual and/or as manager or owner of any entity and the City of Auburn. 1.4 Payment Delivery. Payment of the $125,000.00 shall be made by draft or check payable to The Stratford Company, LLC and delivered to, Law Offices of Lance C. Dahl, PLLC, 701 5th Ave Ste 4600, Seattle, WA 98104-7068, sent by U.S. Mail, postage pre-paid, within 10 days of the approval of this Agreement by the Auburn City Council. 2. Warranties. 2.1 Each of the individuals signing this Agreement on behalf of a party warrants that he has the authority to sign the agreement and thereby to bind the party on whose behalf he or she signs. The City warrants that execution of this Agreement has been duly authorized by the Auburn City Council. 2.2 Each party to this Agreement warrants that except as provided herein it has not assigned or transferred any claim or part or portion of a claim released herein. Each party further warrants that if such assignment or transfer has occurred, it will defend, indemnify and hold harmless the other party from and against any claim based or arising out of any such assignment or transfer purported or claimed. This defense and indemnity obligation includes the obligation to pay reasonable attorneys' fees, expenses and costs actually incurred, including attorneys' fees, expenses and costs on appeal, whether or not litigation is commenced. 2.3 Each party represents and warrants that it has had the opportunity to review this Agreement with counsel of its own choosing and each person signing said documents is doing so of his or her own free will. 2 3. Parties Bound. This Agreement shall be binding on the heirs, successors, and assigns of the parties. 4. Purpose of Agreement. This Agreement is designed strictly for the purpose of comprising a disputed claim and avoiding the expense and risks of litigation. It is not, and shall not be construed or characterized as, an admission of liability or wrong-doing on the part of any party. Nor shall the Agreement be construed or characterized as a victory for one party or the other. 5. Cooperation. Each of the parties hereto agrees to execute from time to time all documents that may be necessary to carry out the terms of this Agreement or to effect its purposes. The obligation imposed by this paragraph shall be specifically enforceable. 6. Integration. This written Agreement, and the attachments hereto, contain the entire understanding between the parties in connection with the subject matter, and said documents supersede and replace all prior negotiations, agreements, or representations, whether oral or written. Each party acknowledges that no other party, or any agent or attorney of any party, has made any promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce it to execute this document, and each party acknowledges that it has not executed this document in reliance on any such promise, representation, or warranty not contained herein. 7. Choice of Law. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Washington. 8. Construction of Agreement. This Agreement has been jointly drafted by the parties following negotiations between them. It shall be construed according to the fair intent of the language as a whole, and not for or against either party. 9. Time of the Essence. Time is of the essence of this Agreement and the obligations contained herein shall be specifically enforceable by the parties hereto and their successors and assigns. 10. Attorneys' Fees. All costs and attorneys' fees incurred by the Parties to date shall be borne by the Party incurring them. In the event it is necessary for any party hereto, or its authorized representative, successor or assign, to institute suit or enforcement proceedings in connection with this Agreement or the breach thereof, the substantially prevailing party in such suit or proceeding shall be entitled to reimbursement for its reasonable costs, out of pocket expenses, and attorneys' fees incurred, including costs, out of pocket expenses and attorneys' fees incurred on appeal. 11. Limitation on Third Party Beneficiaries. No provision, warranty, representation, or agreement herein, whether express or implied, is intended or to be construed to confer upon any person any rights or remedies whatsoever, except as expressly provided in this Agreement. 3 12. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall be deemed a single document. TH TRATF COMPANY, LLC GE GE WE BBB By By George Webb, its Manager George Webb, in his individual capacity and in his capacity as owner or representative of CITY URN any other entities with which he is affiliated or connected relative to the matters and T, property involved herein. By Peter B. Lewis, it Mayor Att st: ( l Danielle E. Daskam, City Clerk Approved as to Form: D A�ielB. e i , City Attorney 4