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Home My WebLink About26-137 - Contract - TForce Freight, Inc. - Settlement Agreement & ReleaseDocusign Envelope ID: F1220AOC-05BA-4F99-92CB-2F0557BC529C 26-137 Council Approval 5/18/26 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this "Agreement") is made and entered into by and between CITY OF TUKWILA, with a registered address of C/0 Tukwila City Hall, City Clerk Office, 6200 Southcenter Blvd., Tukwila, WA 98188, Attn: Brandon J. Miles ("Landlord"), and TFORCE FREIGHT INC., a Virginia company, with a registered address of 1000 Semmes Ave., Richmond VA 23224 ("Tenant"). Landlord and Tenant may collectively be referred to as the "Parties" and individually referred to as "Party". EFFECTIVE DATE This Agreement is effective as of May 22 , 2026 (the "Effective Date"). RECITALS A. WHEREAS the initial landlords Daniel H Temkin, an individual, and Temkin Property Company (collectively, the "Initial Landlords") and the initial tenant Overnite Transportation Company (the "Initial Tenant") are parties to a Lease dated June 20, 1996, as amended or extended from time to time (collectively, the "Lease") for certain space located at 11231 East marginal Way, Tukwila, WA (the "Property"), as more specifically described in the Lease. B. WHEREAS, the Initial Landlords assigned the Lease to BATAVA HOLDINGS LLC ("BATAVA"), a Washington Limited Liability Company, on September 1, 1998. C. WHEREAS, BATAVA assigned the Lease to AMALFI INVESTMENTS LLC ("AMALFI"), on August 17, 2005. D. WHEREAS, the Initial Tenant changed its name to UPS GROUND FREIGHT, INC. ("UPS") on April 21, 2006. E. WHEREAS, UPS changed its name to TFORCE FREIGHT INC. on May 6, 2021. F. WHEREAS, AMALFI assigned the Lease to the Landlord effective November 1, 2023. G. WHEREAS, the Lease expired on April 30, 2025. Following expiration, Landlord and Tenant engaged in a negotiation regarding the remaining scope of Tenant's maintenance, removal and restoration obligations pursuant to the Lease (the "Restoration Costs Dispute") H. WHEREAS, the Parties each deny the merit and validity of the position of the other with regard to the Restoration Costs Dispute. Notwithstanding this disagreement, the Parties, without admitting any liability or wrongdoing, wish to avoid the cost and expense of a protracted dispute and litigation, and so have agreed to settle their dispute on the terms set forth below. 52031407 Docusign Envelope ID: F1220AOC-05BA-4F99-92CB-2F0557BC529C TERMS AND CONDITIONS Without acknowledging liability and in consideration of the promises, agreements, and releases contained herein and for good and valuable consideration, the Parties agree as follows: 1. Incorporation of Recitals The foregoing recitals are incorporated by reference as though fully set forth herein in their entirety. All capitalized terms not herein defined shall have the same meaning as is set forth in the Lease. 2. Consideration The Parties have agreed Tenant will pay, upon receipt of a fully executed copy of the Agreement, Six Hundred Eighty -Five Thousand United States Dollars ($685,000.00) to Landlord ("Settlement Amount") in satisfaction of the Restoration Costs Dispute. 3. Release In consideration of the agreements, covenants, and releases contained herein, the Parties, on behalf of themselves and their respective officers, directors, employees, attorneys, agents, representatives, shareholders, members, partners, parent and sister companies, subsidiaries, affiliates, successors, heirs and assigns, and on behalf of any person or entity who may claim by or through them, hereby release and forever discharge one another and each of their past, present and future officers, directors, employees, attorneys, agents, representatives, shareholders, members, partners, parent and sister companies, subsidiaries, affiliates, successors, heirs and assigns, from any and all claims, demands, causes of action, counts, damages, liabilities and obligations, whether known or unknown, suspected or unsuspected, fixed or contingent, whether based in tort, contract, equity, or any other theory of recovery, that arise out of or relate in any way to the Restoration Costs Dispute (the "Released Claims"). 4. Attorneys' Fees Each Party agrees to bear its own attorneys' fees and legal costs arising out of or relating to the matters set forth in this Agreement, including the attorneys' fees and legal costs incurred in the negotiation and preparation of this Agreement. The Parties further agree that neither Party is to be deemed the prevailing party as a result of this Agreement. 5. Disclaimer of Liability/No Admission 5.1 The Parties hereby agree and acknowledge that neither this Agreement nor any event occurring during the negotiations of this Agreement, nor any statement or communication made in connection therewith by the Parties or their representatives shall be considered to be an admission of liability. The Parties further acknowledge that no past or present wrongdoing on the part of the Parties shall be implied by this Agreement. Page 2 of 5 52031407 Docusign Envelope ID: F1220AOC-05BA-4F99-92CB-2FO557BC529C 5.2 This Agreement is made with the understanding that it is not to be construed as an admission of liability by the Parties and that it is made solely for the purpose of compromise of the disputed issues. 6. Binding Effect This Agreement is final. Each of the terms of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their executors, administrators, heirs, successors, and assigns. 7. Interpretation of Agreement Each Party and counsel for each Party has reviewed and revised, or had the opportunity to review and revise, this Agreement and, accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment of it. 8. Modification or Amendment No amendment, modification, waiver, or change of any term, right, or condition in this Agreement is valid unless such amendment, modification, waiver, or change is in a written instrument signed by all Parties to this Agreement. 9. Severability In the event that any term, condition, or covenant herein is held to be invalid, unenforceable, or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement provided doing so does not materially alter the meaning or purpose of the Agreement, including the remaining terms, conditions, and covenants. If such term, condition, or covenant shall be deemed invalid due to its scope or breadth, such term, condition, or covenant shall be deemed valid to the extent of the scope or breadth permitted by law, provided the narrowed scope does not materially alter the meaning or purpose of the Agreement. 10. Individual and Corporate Authority Each Party signing this Agreement represents that its signatory has the authority necessary to execute this Agreement on behalf of the Party for whom or which he or she is acting, and that upon execution of the Agreement, it will be fully binding and enforceable in accordance with its terms, and that no other consents or approvals of any kind are required or necessary for this Agreement to be binding. 11. Entire Agreement This Agreement contains the entire agreement between the Parties with respect to the subject matter referred to herein, and no representations have been made or relied on by the Parties except those expressly stated herein. This Agreement supersedes and replaces any and all prior or contemporaneous oral or written communications, agreements, or understandings between the Parties and their representatives with respect to the matters set forth herein. Page 3 of 5 52031407 Docusign Envelope ID: F1220AOC-05BA-4F99-92CB-2F0557BC529C 12. Tense and Headings Whenever required by the context hereof, the singular shall be deemed to include the plural, and the plural shall be deemed to include the singular. The section headings throughout this Agreement are for ease of reference only and shall not be considered when interpreting the terms of this Agreement. 13. Counterparts This Agreement may be executed in counterparts and, when taken together, shall constitute one single Agreement which shall be binding upon all Parties hereto notwithstanding that the signatures of the Parties do not appear on the same page. Facsimile, e-mail, and/or PDF signatures, as well as electronic signatures, are as valid as an original and carry the same weight and legal effect. 14. Warranty The Parties hereby warrant that they are the owners of the Released Claims and that they have not assigned or transferred the Released Claims to any other person or entity. 15. Other Acts The Parties hereby agree to do such things and to execute such other and further documents, writings, and/or instruments as may be necessary or convenient for the performance of this Agreement and/or to assure that its intent, purposes, and/or objects shall be fully and completely carried out. [SIGNATURE PAGE FOLLOWS] Page 4 of 5 52031407 Docusign Envelope ID: F1220AOC-05BA-4F99-92CB-2F0557BC529C Dated: May 22, 2026 113:09:20 EDT CITY OF TUKWILA By: Thomas McLeod 'F:1e: MayorSignature: TFORCE FREIGHT INC. Dated: mai 22, 2026 109:46:33 EDT By Name: Norman Brazeau Title: Vice -President, Real Estate Page 5 of 5 52031407