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HomeMy WebLinkAbout18-094 - Wireless City - Public Safety Plan Settlement Agreement18-094 Council Approval 6/18/18 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS WIRELESS CITY and the CITY OF TUKWILA, a Washington municipal corporation ("the City"), collectively ("the Parties"), hereby enter into this Settlement Agreement. I. RECITALS A. On November 6, 2017, the Tukwila City Council adopted Ordinance No. 2554, authorizing the City to acquire all property rights necessary to complete its Public Safety Plan Projects (the "Projects") through negotiation and/or the use of eminent domain, if necessary. B. On November 28, 2017, the Henkle Family Trust ("Henkle") and the City entered into a purchase and sale agreement for the City to acquire real property located at 15001 Tukwila International Boulevard, Parcel #0041000517, in the City of Tukwila, King County, Washington, as legally described on Exhibit A of said agreement (the "Property"), for the City to complete the Projects. Henkle is the property owner of the Property. C. WIRELESS CITY is a lessee on the Property and is not a party to the purchase and sale agreement. D. The Parties desire to resolve any and all issues related to the City's acquisition of the Property by entering into this Agreement. The Parties intend that this Agreement will fully resolve these matters and that WIRELESS CITY waives any and all rights to bring litigation related to the City's acquisition of the Property, the Projects, or relocation expenses. NOW, THEREFORE, for and in consideration of obligations and exchange of promises set forth herein, the Parties agree as follows: II. AGREEMENT 1. City Payment. The City shall pay WIRELESS CITY the sum of Fifty Thousand Dollars and No/100 ($50,000.00), which payment shall be made to WIRELESS CITY as follows: (1) payment in the amount of $25,000 to be paid within thirty (30) days after execution of this Agreement and (2) payment of the remaining balance of $25,000 to be paid within thirty (30) days after WIRELESS CITY has vacated the Property and such vacation has been verified by the City in advance of March 31, 2019, provided that all other settlement conditions have also been met. Payments will be made by check made payable to WIRELESS CITY and mailed to: 15001 Tukwila International Blvd., Suite 114 Tukwila, Washington 98188-2245 or other address provided by WIRELESS. 2. Lease Agreement and Rent. If and when the City acquires title to the Property, the City agrees to enter into a lease agreement with WIRELESS CITY for continued use of the Property through no later than March 31, 2019. Rent under such lease shall be the reduced amount of $379, SETTLEMENT AGREEMENT - 1 o_f 42 00-i(1 ctL until September 30, 2018. Rent from October 1, 2018 until March 31, 2019 shall be the reduced amount of $391. The City shall be responsible for payment of any leasehold excise tax that is due. WIRELESS CITY agrees to enter into such lease agreement with the City within fifteen (15) days of the date that the City acquires title to the Property. This reduction in rent will be offered only to Abdiirizaq Sheikomar. This lease shall be a triple net lease, and WIRELESS CITY will be required to pay all taxes, insurance, utilities, and property maintenance expenses. The lease shall require that WIRELESS CITY provide reasonable access to the Property for the purpose(s) of permitting the City and its agents to conduct surveys, building assessments, environmental assessments, and other related inspections. The lease shall provide that WIRELESS CITY may remain on the Property until no later than March 31, 2019, provided the City has acquired the Property prior to that date. WIRELESS CITY may terminate said lease upon fifteen (15) days' written notice to the City. WIRELESS CITY agrees that it will not enter into any subleases relating to the Property. WIRELESS CITY shall abide by the terms of its current lease with Henkle until such time as the City acquires title to the Property. 3. Permit Fee Credit. Should WIRELESS CITY decide to relocate its business operations to another location within the City of Tukwila, WIRELESS CITY shall be entitled to a permit fee credit of up to $2,500 to be applied to any permit fees required by the City of Tukwila related to a tenant improvement made by WIRELESS CITY at such new location. This credit can be applied to any land use, building permit, mechanical permit, electrical permit, plumbing permit, sign permit, or public works permit. This credit is non -transferable, has no cash value, and shall expire on January 1, 2020. 4. Participation in Condemnation Proceedings and Release. In exchange for payment, reduced rent, and peiinit fee credit provided to WIRELESS CITY under this Agreement, WIRELESS CITY, and all shareholders, affiliates, or officials thereof, knowingly and voluntarily agrees to release and forever discharge the City (including its past and present officers, officials, directors, shareholders, employees and successors in interest) from all claims, demands, liabilities, and causes of action of any nature related in any way to the City's acquisition of the Property, the Project, relocation assistance under chapter 8.26 RCW or federal law, or arising from WIRELESS CITY' s current lease agreement with Barbara Henkle, whether the bases of such claims, demands, liabilities, and/or causes of action are currently known or unknown and whether such claims, demands, liabilities, and/or causes of action have accrued in the past or will first accrue in the future. WIRELESS CITY, and all shareholders, affiliates, or officials thereof, hereby agree to public use and necessity for the Project, and agrees to grant the City immediate possession and use upon the City's request for such, should such a need arise. WIRELESS CITY, and all shareholders, affiliates, or officials thereof, further agrees not to not move to vacate any judgments against it that have arisen from the City's condemnation proceedings to acquire the Property or to otherwise challenge or impede the Project or related condemnation proceedings. 5. Subleases and Assignment. WIRELESS CITY affirms and acknowledges that is has no subleases in the tenant space it currently occupies. WIRELESS CITY agrees not to enter into any subleases, and WIRELESS CITY shall not assign or subcontract any portion of the services contemplated by this Agreement without the express written consent of the City. SETTLEMENT AGREEMENT - 2 6. Insurance. WIRELESS CITY must maintain business personal property insurance with liability limits of at least $300,000 and business liability insurance. Proof of insurance is required within 15 days of execution of this Agreement. Tenant agrees that business personal property insurance and business liability insurance shall be primary and WIRELESS CITY will submit a claim for any personal property through its business personal property insurance and request that the insurer cover any and all damage before requesting contribution from or by the City or the City's insurer, whether or not contribution by City will be permitted. 7. No Admissions. This Agreement does not constitute an admission of liability by the Parties. In the event of future inquiries, the Parties agree not to disparage any other with respect to the subject matter of this Agreement. This paragraph does not preclude or otherwise impact the City's obligation to comply with the Public Records Act, nor does it preclude either party from seeking to enforce the terms of this Agreement. In any dispute resolution proceeding between the Parties in connection with this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the other party. 8. Authority. The signatories to this Agreement represent that they have the full right and authority to enter into this Agreement on behalf of the Parties and the full right and authority to fully bind the Parties to the terms and obligations of this Agreement. WIRELESS CITY further represents affirms and acknowledges that there are no subleases to the tenant space it currently occupies, and WIRELESS CITY expressly agrees not to enter into any such subleases 9. Remedies. If WIRELESS CITY fails to pay rent when due, or perform any term hereof, the City may terminate all rights of Tenant herein. If WIRELESS CITY abandons or vacates the property during the lease term, the City will consider any property left on the premises to be abandoned property of no value. WIRELESS CITY consents to having any personal property, garbage, or waste left at the property after the tenancy term, or after WIRELESS CITY abandons the property, discarded at WIRELESS CITY's expense. In the event of non-compliance with any tenn of this agreement, such non-compliance shall be deemed a default condition resulting in WIRELESS CITY forfeiting the final payment of $25,000. In the event of default, the City retains sole discretion to seek repayment of the initial payment of $25,000. In the event of default, the City may terminate all of WIRELESS CITY's rights herein 10. Entire Agreement; Venue; Attorneys' Fees. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by written agreement signed by the Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. 11. Effective Date. The effective date of this Agreement is the date of mutual execution of the Agreement. SETTLEMENT AGREEMENT - 3 12. Knowing and Voluntary Execution. The Parties hereto enter into this Agreement knowingly, willingly, voluntarily, freely, and without any coercion. The parties have been advised to consult with an attorney concerning this Agreement and have had adequate opportunity to seek the advice of legal counsel in connection with this Agreement. AGREED TO BY: WIRELESS CITY By: ik ,f7.z' Name: Abdiirizaq Sheikomar Title: 0 ( /" ,7 e /P THE C NWILA, a Washington municipal corporation B y: Name: Allan Ekberg Title: Mayor Approved as to form: Rachel B. Turpin City Attorney LYE SETTLEMENT AGREEMENT - 4 NOTARY ACKNOWLEDGEMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Abdiirizaq Sheikomar signed this instrument and, on oath, stated that they were authorized to execute the instrument and acknowledged it as the OW -r (President/Vice-President/Secretary) of WIRELESS CITY to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this 1 a ' day of ,4 , 2018. (SEAL) Printed Name: >i —n A I n'1 Di d� Notary Public in and for the State of Washington. My commission expires )a - i c1 - SETTLEMENT AGREEMENT - 5