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Home My WebLink AboutJPS Holdings, Singh, Fong and King County SETTLEMENT AGREEMENT AND RELEASE City of Auburn v. JPS Holdings,LLC;Joginder Singh and Genevieve Singh;Paul Fong and Nancy Fong; and Xing County I. RECITALS 1. This release and settlement agreement ("Agreement") is effective as of May 22, 2013. The parties executing this Agreement are City of Auburn ("City"), and JPS Holdings, LLC ("JPS"), and Joe Singh ("Singh") (collectively "Singh Defendants"), and their predecessors, successors, agents, and assigns. 2. The pending lawsuit is captioned City of Auburn v JPS holdings, LLC, ,loginder Singh and Genevieve Singh; Paul Fong and Nancy Fong; and King County, King County Superior Court Cause No. 11-2-35262-5 KNT("Lawsuit"). 3. Neither the City nor Singh Defendants, by executing this Agreement, acknowledge or admit, any liability, culpability, or responsibility for any acts or omissions concerning the claims herein. This Agreement is entered solely for the purposes of avoiding and terminating all further litigation and/or other adversarial proceedings of any kind between the City and Singh Defendants. It is in no way to be construed as, and is not in fact, an admission of liability or responsibility by the City or Singh Defendants. II. RELEASE AND COVENANTS City and Singh Defendants, and each of them, agree as follows: 1. Recitals. The above recitals are necessary for a full comprehension and understanding of this Agreement and are accordingly incorporated herein as part of the same. 2. Assi¢mnent. In consideration for the release of claims herein and dismissal of the City's claims against Singh Defendants with prejudice, upon mutual execution of this Agreement, Singh shall execute and cause to be delivered to the City the Assignment of Rights attached hereto as Exhibit A. It is agreed by the parties that the assignment is made as is, without warranty of any sort, and that Singh Defendants make no claim as to what, if any,property interest is assigned thereby. 3. Release. The City hereby completely releases and forever discharges Singh Defendants, and Genevieve Singh and her estate, from all claims and demands the City has or may have against them, whether known or unknown, including but not limited to all claims asserted or which could have been asserted in the Lawsuit. 'the parties further agrees that they will not pursue or institute any action in law or equity, or otherwise pursue any claim, against the other party, or its insurance carrier(s), attorneys, or any of their agents, officers, trustees, employees, heirs, executors, administrators, (00527962-3) underwriters, adjusters, partners, agents, predecessors, successors, affiliated and/or associated companies, or assigns, with respect to the released claims herein. III. COMMON PROVISIONS City and Singh Defendants, and each of them, further agree as follows: 1. Warranty of Capacity. The City represents and warrants that to its knowledge no other person or entity has any interest in its claims referred to in this Agreement and that the City has the sole right and exclusive authority to execute this Agreement. Therefore, the City represents and warrants that it is not aware of any other person or entity making claim to the right to seek recovery for these claims, or for its alleged damages. The City also warrants and represents that it has not sold, assigned, transferred,conveyed or otherwise disposed of any of the claims referred to herein. 2. Waiver. No waiver or indulgence of any breach or series of breaches of this Agreement shall be deemed a waiver of any other breach of this Agreement or any of its provisions or affect the enforceability of the remainder of this Agreement; and no waiver shall be valid unless executed in writing by the party providing the waiver. 3. Entire Agreement and Successors in interest. This Agreement incorporates and supersedes any and all prior understandings and agreements regarding settlement of the claims referred to herein, and it contains the entire release agreement by City and Singh Defendants. This Agreement shall be binding upon and inure to the benefit of—as the case may be—the representatives, agents, successors, heirs, parent and subsidiary corporations, shareholders, officers, directors, administrators, insurers, and/or assigns of City and Singh Defendants. 4 Accord and Satisfaction. This Agreement is a compromise and a full settlement and an accord and satisfaction of all claims and potential claims as described in this Agreement. 5. Dismissal of Claim/Stipulated Judgment. Within 5 days of receipt of this executed Agreement, the City and Singh Defendants agree the City shall cause to be filed the fully executed stipulation and order dismissing all claims from the Lawsuit against Singh Defendants and Genevieve Singh and/or her estate, with prejudice, and without award of costs or fees, in the form attached as Exhibit B. At the same time, the City and Singh Defendants agree the City°shall cause to be filed the fully executed Stipulated Findings of Fact, Conclusions of Law and Decree of Judgment against JPS Holdings, LLC in the form attached hereto as Exhibit C. 6. Costs and Expenses. The City and Singh Defendants shall each bear their own costs, expenses, and attorney fees relating to the preparation of this Agreement and to the prosecution of the claims described herein; provided however this provision shall not preclude or otherwise affect the ability or rights of the parties hereto with respect to any action to enforce the Agreement. Release and Settlement Agreement Page 2 of 6 (00527962-3) 7. Interpretation. This Agreement has been mutually drafted by the City and Singh Defendants and shall not be strictly construed against either party, nor shall either party urge otherwise. This Agreement shall be construed and interpreted under the laws of the State of Washington. The section headings and titles in this Agreement are for organizational purposes only and are not part of the Agreement and, as such, may not be used to interpret the language of any of the provisions herein. 8. Severability. If any provision of this Agreement is deemed unlawful and/or unenforceable, such provision(s) shall be fully severable, and the remainder of this Agreement shall remain in full force and effect with the automatic addition of a provision as similar in its terms to the illegal and/or unenforceable provision as may be possible to make such provision legal and enforceable. 9 Enforcement. In the event that any party released herein shall institute proceedings to enforce any provision hereof, the prevailing party shall be entitled to be reimbursed for their reasonable costs, expenses and attorney fees. Exclusive venue for any such proceedings to enforce this Agreement shall be the Superior Court for the State of Washington, King County, at Seattle, and the executing parties hereby consent to jurisdiction and venue in said court. 10. Counterparts/Facsimile Signature. This Agreement may be executed in any number of counterparts and all counterparts shall be deemed to constitute a single agreement. Delivery of executed facsimile, electronic, and/or photo copies of this Agreement shall be effective and binding in the same manner as delivery of an original signature. 11. Understanding of Agreement. The executing parties represent and warrant that, before signing this Agreement, each party read the Agreement. The executing parties further represent and warrant that by reading and executing this Agreement they understand this Agreement. The executing parties also separately and respectively represent and warrant that they have had the opportunity to review this Agreement with their attorneys and ask their attorneys any questions before signing it, and that the executing parties have signed this Agreement of their own free will and as a voluntary act. Remainder of this Page Intentionally Left Blank. Release and Settlement Agreement Page 3 of 6 (00527962-3) CITY 'AUBURN By. Peter 13, Lewis, Mayor AUG 13 2013 Date STATE OF WASHINGTON ) ss. COUNTY OF J %NG� ) I certify that I know or have satisfactory evidence that Peter B. Lewis is the person who appeared before me, and said person acknowledged that lie signed this instrument, and on oath stated that he is authorized to execute the instrument and acknowledged it as the free and voluntary act on his/her part for the uses and purposes mentioned in this instrument. DATED: Print Name: �4'wr'e/% �a•s "� ` �� NOTARY PUBLIC for the State of Washington KNM q ry / g „IkO �� Residin at l=/1-Gc<vtL./cfci Aix- 40 c•1,P\RES -o e V o Z My appointment expires: i � J ry" Q � /O'L S- 2o/5 gK00 /'/Itft�lll\S�P\ Release and Settlement Agreement Page 4 of 6 {00527962-3) ot;N:rrNar,y,,,, �� I�l��,t.� SAS a.l�..�'` tj .3 .. � T �;�C., t. vy^ (nµ' Y+ A �y . �'�'.,%ilr it It�� JPS HOLDINGS, LL By: ndcrSingh Member /y//,,-- / Date STATE OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Joginder Singh is the person who appeared before me, and said person acknowledged that he signed this instrument, and on oath stated that he is authorized to execute the instrument and acknowledged it as the free and voluntary act on his part for the uses and purposes mentioned in this instrument. l/ DATED: U /V r r 3 Print Name: 'ge", 1111iff" NOTARY PUBLIC for the State o�Washington 0 % Y#� ��i Residing at Ed�"bN�S� v✓�} �.�� ♦ �i t� My appointment expires: too '01#111111 % 'Z♦I r Release and Settlement Agreement Page 5 of 6 (00527962-3) . a`0,Ojj k l H+rrrgryi JOGINDER SING B p�3, ivid y on behalf of s ma��jal/�commimity 0 Date STATE. OF WASHINGTON ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Joginder Singh is the person who appeared before me, and said person acknowledged that he signed this instrument, and on oath stated that he is authorized to execute the instrument and acknowledged it as the free and voluntary act on his part for the uses and purposes mentioned in this instrument. / DATED: Print Name: AMi ANOQ�� `,`pqu��b�gp�� NOTARY PUB MC for the State of Washington `�� ,YONOO�i�� Residing at Mavol &-1,4 My appointment expires: Release and Settlement Agreement Page 6 of 6 (00527962-3) I I,IIU IH 11 Hfffp ASSIGNMENT Or RIGHTS JPS HOLDINGS, LLC, a Washington Limited Liability Company("JPS") hereby grants, transfers, assigns and conveys to the City of Auburn, a Washington Municipal Corporation, and its successors and assigns, any and all rights and interests JI'S may have in Payback Agreement#103, Developer's Extension Agreement FAC04-006, between the City of Auburn and JPS Holdings, LLC, dated April 3, 2007. Dated this day of , 2013. i� r mgl , a I oldings, LLC {00534218-2) ;- . . . :a