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HomeMy WebLinkAbout4437 Resolution - Mutual Release & Settlement Agr with Lewis Place LLCResolution – Settlement Agreement for Lewis Place LLC - 1 RESOLUTION NO. 4437 A RESOLUTION OF THE CITY OF PASCO, WASHINGTON, AUTHORIZING THE CITY MANAGER TO SIGN AND EXECUTE THE MUTUAL RELEASE AND SETTLEMENT AGREEMENT BETWEEN LEWIS PLACE, LLC., AND THE CITY OF PASCO. WHEREAS, the City and Lewis Place, LLC negotiated a selling price of $135,000 for Parcel Number 113-900-092; and WHEREAS, on May 2, 2022, the City and Lewis Place, LLC executed a Purchase and Sale Agreement (PSA), as well as Amendments 1 & 2 to the PSA; and WHEREAS, on July 14, 2022, the City executed a Statutory Warranty Deed (Deed) for Parcel Number 113-900-092, conveying and warranting such parcel to Lewis Place, LLC, subject to covenants, conditions, restrictions and easements, if any affecting title which may appear in the public record, including those shown on any recorded plat or survey; and WHEREAS, on July 18, 2022, said Statutory Warranty Deed was recorded with the County Auditor for Franklin County, Washington, and WHEREAS, the parties encountered discrepancies as to the terms contained within the PSA and the subsequent Deed and the interpretation thereof; and now, without admission of liability, and in recognition of the significant cost associated with litigation, have reached a mutually negotiated settlement; and WHEREAS, after due consideration, determined that it is in the best interest of the City of Pasco to enter into a Mutual Release and Settlement Agreement with Lewis Place, LLC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON: That the City Council of the City of Pasco approves the terms and conditions of the Mutual Release and Settlement Agreement between Lewis Place, LLC and the City of Pasco; a copy of which is attached hereto and incorporated herein by reference as Exhibit A. Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby authorized, empowered, and directed to sign and execute the Agreement; and to make minor substantive changes as necessary to execute the Agreement. Be It Further Resolved, that this Resolution shall take effect immediately. DocuSign Envelope ID: C2AC430C-4710-466C-84CF-1C0E4EFA84C4 Resolution – Settlement Agreement for Lewis Place LLC - 2 PASSED by the City Council of the City of Pasco, Washington, on this 18th day of March, 2024. _____________________________ Pete Serrano Mayor ATTEST: APPROVED AS TO FORM: _____________________________ ___________________________ Krystle Shanks, CMC Kerr Ferguson Law, PLLC Deputy City Clerk City Attorneys DocuSign Envelope ID: C2AC430C-4710-466C-84CF-1C0E4EFA84C4 Mutual Release and Settlement Agreement - 1 MUTUAL RELEASE AND SETTLEMENT AGREEMENT THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT is entered into this _____ day of March 2024, by and between the City of Pasco, a Washington Municipal Corporation (“City”), and Lewis Place LLC, a Washington Limited Liability Company (“Lewis Place”). WHEREAS, the City and Lewis Place negotiated a selling price of $135,000; and WHEREAS, the City and Lewis Place executed a Purchase and Sale Agreement (PSA), as well as Amendments 1 & 2 to the PSA, on May 2, 2022; and WHEREAS, on July 14, 2022, the City executed a Statutory Warranty Deed (Deed) for Parcel Number 113-900-092, conveying and warranting such parcel to Lewis Place, subject to covenants, conditions, restrictions and easements, if any affecting title which may appear in the public record, including those shown on any recorded plat or survey; and WHEREAS, on July 18, 2022, said Statutory Warranty Deed was recorded with the County Auditor for Franklin County, Washington, and; and WHEREAS, the parties encountered discrepancies as to the terms contained within the PSA and the subsequent Deed and the interpretation thereof; and now, without admission of liability, and in recognition of the significant cost associated with litigation, have reached a mutually negotiated settlement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTINAINED HEREIN, it is agreed as follows: 1. Lewis Place agrees to either develop or sell Parcel Number 113-900-092 subject to: Maximum Building Height (which may include residential) in accordance with PMC 25.40.050(5) for Parcel Number 113-900-092 shall be: a. Principal building: 35 feet, except a greater height may be approved by special permit. b. Accessory building: 15 feet. 2. Both parties in consideration of this Agreement, do hereby release and discharge the other of any and all claims, liabilities, causes of action, damages, losses, demands or obligations of any kind and nature related to or based upon, known or unknown, or arising out of the above-referenced property; and Lewis Place and the City accepts as full and final satisfaction of any claims related thereto. 3. By entering into this Agreement, both parties expressly acknowledge that there is no admission of liability on behalf of either party except as specifically provided DocuSign Envelope ID: C2AC430C-4710-466C-84CF-1C0E4EFA84C4 Mutual Release and Settlement Agreement - 2 herein, and that this Agreement is the result of a negotiated compromise and settlement. 4. This Agreement settles, waives, releases, and forever bars any and all claims and actions at law by either party, or their successors, heirs, or assigns against the other party or their successors, heirs, or assigns arising out of the above- referenced matter, except as provided herein. This Release does not apply to any other parties. 5. Each signatory hereto represents and warrants that all necessary signatures and consents to enter into this Agreement, and to assume and perform the obligations hereunder have been properly obtained. 6. Each term and provision of this Agreement is deemed to have been explicitly negotiated at arm's length between the parties and in all cases, shall be construed and interpreted according to the fair meaning and not strictly for or against either party, and without reference to who might have drafted the term. 7. This Agreement is entered into and shall be construed and interpreted in accordance with the laws of the State of Washington. 8. This Agreement embraces and includes the entire agreement between the parties and may not be changed except in writing signed by all parties. 9. This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, all of which taken together shall be one and the same instrument. This Agreement shall become effective upon execution of the counterpart by each party and delivery to the other party. THIS IS A RELEASE IN WITNESS WHEREOF, the parties have executed this Agreement on the date designated above. CITY OF PASCO, WASHINGTON LEWIS PLACE, LLC ____________________________________ ____________________________________ Adam Lincoln, City Manager Stephen Bauman DocuSign Envelope ID: C2AC430C-4710-466C-84CF-1C0E4EFA84C4