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HomeMy WebLinkAbout18-116 - YSJ Inc - dba Riverton Heights Grocery - Public Safety Plan Settlement Agreement18-116 Council Approval 6/18/18 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS YSJ INC., doing business as RIVERTON HEIGHTS GROCERY ("YSJ") and the CITY OF TUKWILA ("City"), a Washington municipal corporation ("the City"), collectively ("the Parties"), hereby enter into this Settlement Agreement, which shall become effective upon mutual execution by the Parties. 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 December 8, 2017, the City filed a Petition in Eminent Domain ("Petition") to acquire property located at 15015 Tukwila International Boulevard, Tukwila, Washington, also known as King County Parcel No. 004100-0516 (the "Property"). C. YSJ is a lessee on the Property and was served with the City's Petition on December 27, 2017. YSJ appeared on December 18, 2017. D. The City contends that: 1) the City is not required to pay YSJ relocation assistance pursuant to state and federal law; and 2) Ordinances 2550 and 2554 are valid. YSJ contends that: 1) Ordinances 2550 and 2554 are invalid; and 2) they are entitled to relocation assistance pursuant to state and federal law regardless of the validity of Ordinances 2550 and 2554. E. 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 YSJ 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 YSJ the sum of One Hundred Seventy Thousand Dollars and No/100 ($170,000.00), which payment shall be made to YSJ as follows: (1) payment in the amount of $85,000 to be paid within thirty (30) days of mutual execution of this Agreement; and (2) payment of the remaining balance of $85,000 to be paid within thirty (30) days after YSJ has vacated the Property and such vacation has been verified by the City, provided that all other settlement conditions have also been met and YSJ has provided a completed W-9 to the City. The second payment shall not be made if YSJ has not vacated the Property by March 31, 2019, as required by Section 2 herein. Payments will be made by check made payable to YSJ and mailed to: 3529 165th Place Southwest, Lynnwood, Washington 98037. In addition, the City shall make payment in the amount of $5,000 to the Inslee Best law firm for payment towards YSJ's attorney SETTLEMENT AGREEMENT - 1 I-54 6 02 fees. That payment shall be mailed to Inslee Best, care of Kinnon Williams, Post Office Box 90016, Bellevue, Washington 98009-9016, within thirty (30) days of mutual execution of this Agreement, provided Inslee Best has provided a completed W-9 to the City. 2. Possession and Rent. YSJ must cease operations and vacate the Property on or before March 31, 2019. If the City acquires title to the Property prior to March 31, 2019, the City agrees to enter into a lease agreement with YSJ for continued use of the Property through March 31, 2019, rent free. The City will be responsible for payment of any leasehold excise tax owing. YSJ agrees to enter into a lease agreement with the City within fifteen (15) days of the date that the City acquires title to the Property. Free rent will be offered only to Sook Choi, as owner of YSJ. YSJ will be required to pay all insurance, utilities, and property maintenance expenses. The lease shall require that YSJ provide reasonable access to the Property for the purpose(s) of permitting the City and its agents to conduct surveys, building assessments, and other related inspections. The lease shall provide that YSJ may remain on the Property until March 31, 2019, provided the City has acquired the Property prior to that date. YSJ may terminate said lease at any time with written notice to the City. YSJ agrees that it will not enter into any subleases relating to the Property. Should YSJ fail to vacate the Property by March 31, 2019, the second payment to be made by the City to Travelodge under Section 1 herein shall not be made, and the City, in its sole discretion, may seek repayment of the initial payment made to YSJ under Section 1 of this Agreement. The City will consider any personal property left behind on the premises by YSJ to be abandoned property of no value. YSJ consents to having any such personal property, garbage, or waste disposed of by the City. 3. Permit Fee Credit. Should YSJ decide to relocate its business operations to another location within the City of Tukwila, YSJ 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 tenant improvements made by YSJ 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, 2021. 4. Participation in Condemnation Proceedings and Release. In exchange for the payments, free rent, and permit fee credit provided to YSJ under this Agreement, YSJ 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 YSJ's current lease agreement with Jing Wei, LLC, 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. YSJ agrees not to contest public use and necessity of the Project or to otherwise interfere, directly or indirectly, with the Project (including but not limited to appeal of any Project permits) and agrees to grant the City immediate possession and use upon the City's request for such. Such possession and use agreement shall allow the City reasonable access to the Property for the purposes of Project planning, studies, environmental assessments, survey work, and the like. SETTLEMENT AGREEMENT - 2 5. Subleases and Assignment. YSJ affirms and acknowledges that is has no subleases in the tenant space it currently occupies. YSJ agrees not to enter into any subleases, and YSJ shall not assign or subcontract any portion of the services contemplated by this Agreement without the express written consent of the City. YSJ will ensure that the Property is vacant on or before March 31, 2019. 6. 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. 7. 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. YSJ Further represents affirms and acknowledges that there are no subleases to the tenant space it currently occupies, and YSJ expressly agrees not to enter into any such subleases. 8. Counterparts. This Agreement may be executed in duplicate counterparts, in which case each executed counterpart shall be deemed to be an original and all counterparts together shall constitute one and the same instrument. Signed versions of this Agreement transmitted by facsimile copy or electronic mail shall be the equivalent of original signatures on original versions. 9. 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 attorneys' fees and costs of suit. 10. Knowing and Voluntary Execution. The Parties hereto enter into this Agreement knowingly, willingly, voluntarily, freely, and without any coercion. The parties have been advised / / / / / / / / / SE I LEMENT AGREEMENT - 3 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: THE CITY OF TUICWILA a Washington municipal corporation By: Name: Title: Approved as to form: City Attorney STATE OF WASHIN T COUNTY OF KING YSJ, INC, DBA RIVERTON HEIGHTS GROCERY & DELI k Ji Choi President NOTARY ACKNOWLEDGEMENT I certify that I know or hav sa actory evidence that Sook Ji Choi signed this instrument and, on oath, stated at she authorized to execute the instrument and acknowledged it as the Presid of YSJ, Inc., d -erton Heights Grocery & Deli, to be the free and voluntary act of su party for the uses and pu eses mentioned in the instrument. DATED thi day of , 2018. AL) SETTLEMENT AGREEMENT - Printed Name: Notary Public in and for the My commission expires te of Was