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CAG-10-169
SETTLEMENT AGREEMENT
This Settlement Agreement and Release of all Claims(Agreement)is entered into
between the South Correctional Entity("SCORE"),a governmental administrative agency
formed pursuant to RCW 39.34.030(3),the City of Renton,a Washington municipal
corporation,and Commerce Real Estate Solutions,LLC,a Washington Limited Liability
Company,successor to Cushman&Wakefield of Washington,Inc..("Cushman"),a
Washington corporation(all collectively Parties or individually Party).
RECITALS
WHEREAS,SCORE is responsible for the development,design,construction,operation
and maintenance of a south King County correctional facility,which project arises from the
cooperative agreements between seven King County municipalities("SCORE Jail Project")
WHEREAS,the City of Renton entered into a Purchase of Property Services Agreement
("Services Agreement"),effective April 10,2008 with Cushman,prior to the formation of
SCORE,to aid in the location of property suitable for the SCORE Jail Project;and
WHEREAS, SCORE,without the assistance of Cushman,was independently able to
locate and acquire through condemnation a previously unidentified parcel of land;and
WHEREAS,since then SCORE and Cushman have disputed the amount of fees owed,if
any,to Cushman pursuant to such Services Agreement;and
WHEREAS,the Parties wish to compromise and settle all.the disputes arising in
connection with,arising from or related to the Services Agreement;
NOW,THEREFORE,in consideration of the mutual promises and covenants contained
in this Agreement,the Parties agree as follows:
TERMS AND CONDITIONS OF AGREEMENT
1. Incorporation of Preceding Terms. The representations made by the Parties in the
Recitals above are incorporated by reference into these Terms and Conditions of Agreement.
2. Purpose. This'Agreement is intended solely for the purpose of compromising the
Parties' disputes arising from the Services Agreement and to avoid the risk and expense of
litigation. This Agreement is not,and shall not be construed or characterized as,an admission of
wrongdoing of any kind on the part of any Party,nor does any Party admit or concede the
validity of any claim or defense.
3. Actions and Obligations of the Parties. SCORE,the City of Renton,and
Cushman hereby fully and mutually release one another from any and all claims of any kind or
character which have been or could have been brought arising out of or related to the Services
Agreement upon fulfillment of terms and obligations set forth herein.
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a. Actions and Obligations of SCORE.
(i) SCORE shall,within three(3)days of the effective date of this
Agreement,convey funds in the amount of Nine Thousand Seven Hundred Dollars
($9,700)to Cushman in full accord and satisfaction of any and all amounts owed by the
terms of the Services Agreement.
b. Actions and Obligations of Cushman.
(i) Cushman upon receipt of the funds set forth in 3.a.(i)above shall forever
forebear prosecution of any claims of any kind or character against SCORE or the City of
Renton arising from or in any way related to the Services Agreement or the SCORE Jail
Project.
4. Parties Bound. This Agreement shall be binding on and for the benefit of the
Parties and each of their agents,employees,officials,legal representatives,successors, affiliated
legal entities and assigns,and inures to the benefit of the Parties and their agents,employees,
officials heirs,legal representatives,successors,affiliated legal entities and assigns.
5. No Third Party Beneficiary. No provision of this Agreement is intended to create
any third-party beneficiary to this Agreement.
6. Integration. This Agreement contains the entire understanding among the Parties
in connection with its subject matter,and supersedes and replaces all prior negotiations,
agreements,or representations by or among the Parties,whether oral or written. Each Party
acknowledges that no other Patty,or any agent or attorney of any Party,has made any promise,
representation,or warranty whatsoever, express or implied, other than those expressly stated
herein,concerning the subject matter hereof to induce the other Party or Parties to execute this
document. Each Party acknowledges that in executing this document he,she,or it is not relying
on any promise, representation or warranty other than those expressly stated 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 drafted by mutual
negotiations among the Parties and their legal counsel. It shall be construed according to the fair
intent of the language as a whole,and not for or against any Party. The headings of the sections
and paragraphs of this Agreement are included for convenience only and shall not be deemed to
constitute part of this Agreement or to affect its construction.
9. Attorneys' Fees. In the event any Party,or his,her,or its authorized
representative,successor,or assign,institutes suit to enforce this Agreement or for any breach
thereof, each Party in such suit or proceeding shall pay his,her,or its own costs,expenses or
attorneys' fees. Further,if the Parties agree that a mutually-selected arbitrator may be retained to
resolve the dispute,the arbitrator shall have binding and final authority to impose legal and
equitable remedies,including but not limited to the remedy of specific performance. If
arbitration is agreed to by the Parties,each Party will equally share the costs of arbitration.
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10. Execution by Counterparts and Facsimile or Electronically Mailed Copies. This
Agreement may be executed in any number of counterparts,each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Signature of a
facsimile or electronically mailed copy of this Agreement,and transmission of a signature by
facsimile or electronic mail,shall bind the signing Party to the same degree as delivery of a
signed original. At the request of any Party,a Party having delivered a signature by facsimile or
electronic mail shall promptly deliver an original signature as well.
11. Effective Date. The effective date of this Agreement is the Iater of the signature
dates appearing below.
SOUTH CORRECTIONAL ENTITY
By: A Milliallta
[signatt ^
Name Jack 1 o v e
.pe or' I' *Mien]
Title: r'fve' t t kui OcciLeY`
Date: 17-11Si [C}
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
On this 1 -day of December, 010,before gie perkoRIly appeared
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! 'L' to me known to be
1`•('`>Ack.kt� Orf--(C(/ 1',and acknowledged
said instrument to the free and voluntary act and deed o�South Correctional Entity,for the
uses and purposes t erein mentioned,and on oath stated that he/she was authorized to execute
said instrument.
SUBSCRIBED AND SWORN to before me this 1(D—day of i)( {� ('Yl(_ 't'201 Q
,...". : xp'�r y NOTARY PUBLIC in and for the St e f
.1 ;c1. Washington
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CITY OF RENTON
By:
[signature]
Name:
Denis Law
Title: MayRkr
Date: a.464,4-664 0"?`,/
ATTEST:
6O---)t-rtAl_ &la-ge7,-,
Bonnie I. Walton, City Clerk
APPROVED AS TO LEGAL FORM:
Lawrence J. Warren, City Attorney
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Commerce Real Estate Solutions, LLC, a
Washington Limited Liability Company, successor
to Cushman&Wakefield of Washington,Inc
By: {— %A
( jsignatrzreJ
Name: ohei ,+ • fle-t-
[typed or handlvritlenJ
Title: c_5(-
Date:
(-
Date: /.2/7/2,Il o
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
On this day of December,2010, before me personally appeared
3etn e.1-ks ltat2 ,to me known to be rL.,HAtwAlvvictAiv.cktra.., , and acknowledged
said instrument to be the free and voluntary act and&oaf Commerce Real Estate Solutions,
LLC,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized
to execute said instrument.
SUBSCRIBED AND SWORN to before me this day of peciartiggE,2010.
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