SETTLEMENT AND RELEASE OF ALL CLAIMS AGREEMENT

Transcription

1 AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Seattle ("City") and the Seattle Times Company ("Seattle Times"). Together, the Seattle Times and the City are referred to in this Agreement as the "parties", and in the singular as "party". A. RECITALS 1. On July 23, 2012, the Seattle Times submitted a public records request ("July 23, 2012 request") to the Seattle Police Department ("SPD") pursuant to the Public Records Act ("PRA") RCW Chapter 42.56, seeking records related to SPD's planning and response to the May 1, 2012 demonstrations in downtown Seattle. 2. SPD responded to the July 23, 2012 request in multiple installments, and ultimately completed its response to the request on April 10, SPD is not aware of any records responsive to the July 23, 2012 request that have not been produced to the Seattle Times. 3. On May 9, 2013 the City received a letter from Eric Stahl, attorney for the Seattle Times, alleging violations of the PRA associated with SPD's response to the July 23, 2012 records request. 4. The Seattle Times and the City desire to settle the matter herein as between these parties in a manner that fully settles and discharges all claims, known or unknown, of the Seattle Times against the City and its officials, officers, agents and employees, which arise under the PRA related to July 23, 2012 request. Seattle Times-May 23, 2013 Page 1 of 6

2 B. AGREEMENT 1. For and in consideration of the Seattle Times' entry into this Agreement and other obligations set forth below, the City shall abide by the terms and conditions of this Agreement and: a. Within thirty (30) days after full execution of this Agreement, the City shall pay the Seattle Times TWENTY THOUSAND DOLLARS ($20,000), in full settlement of any claims for costs, attorneys' fees, and civil penalties that the Seattle Times may have due to the City's alleged violations of the Public Records Act as described herein. Payment shall be made to Davis Wright Tremaine LLP, Seattle Times' counsel, in trust for the Seattle Times, b. SPD shall deliver a statement to the Seattle Times, in the form attached to this Agreement as Exhibit A. C. RELEASE 1. The Seattle Times hereby releases and discharges, and by these presents does for itself, executors, administrators and assigns, release, acquit and forever discharge the City of Seattle and its officials, officers, agents and employees, from any and all past, present and future actions, causes of action, claims or demands for penalties, damages, attorney's fees, costs, terms, loss of use, loss of services, expenses, compensation, consequential damage or any other thing whatsoever on account of, or in any way growing out of, any and all known and unknown injuries, damages or alleged violations of law resulting from or related to any allegations of PRA violations related to the July 23, 2012 request that could have been raised in a court with jurisdiction. Seattle Times - May 23, 2013 Page 2 of 6

3 2. The Seattle Times understands that this settlement is intended to forever eliminate any further or additional claims against the City of Seattle, its employees, officials, officers, and agents arising from alleged violations of the PRA related to the July 23, 2012 request. 3. In consideration of this settlement the Seattle Times represents that it has full authority to enter this Agreement, that it has not assigned to any third party any claim related to or arising out of the July 23, 2012 request, and that it is aware of no claim that may be asserted for contribution, subrogation claims, and/or lien claims, arising out of or related to the allegations of PRA violations associated with the July 23, 2012 request, whether such claims be based on contract, tort, or any other theory of law. In further consideration of this settlement, Seattle Times agrees not to make any claim or pursue any action in law or equity or in any proceeding of any description against the City of Seattle and its officials, employees, officers, or agents on account of any claim for damages which may have resulted or may accrue in the future from the allegations of PRA violations associated with the July 23, 2012 request. D. ENTIRE AGREEMENT 1. No promise or inducement by the City which is not expressed in this settlement and release of claims agreement has been made to the Seattle Times, and there are no other statements, representations, agreements, or arrangements between the parties, concerning the nature, extent or duration of this Agreement and said damages or losses or the legal liability therefor. This Agreement contains the entire understanding and agreement between the parties. No modification or amendment of this Agreement shall be effective unless made in writing and duly signed by the parties bound by such Seattle Times - May 23, 2013 Page 3 of 6

4 modification or amendment. This release contains the ENTIRE AGREEMENT between the parties hereto and the terms of this release are contractual and not a mere recital. E. EFFECT OF AGREEMENT 1. The parties understand that this settlement is a compromise and is not to be construed as an admission of liability on the part of the City of Seattle or its officials, officers, agents and employees, by whom liability is specifically denied. This Agreement shall not constitute an admission or adjudication with respect to any allegation related to the July 23, 2012 request, or an admission or evidence of any violation, negligence, wrongdoing, misconduct or liability on the part of the City or any of its officials, agents, representatives, officers, director, employees and assigns. Notwithstanding the foregoing sentence or any other provision of this Agreement, the Seattle Times shall be free to use the SPD statement referred to in Exhibit A of this Agreement for any purpose. 2. In executing this Agreement, each party acknowledges that it has consulted with an attorney and that it has executed this Agreement after independent investigation, voluntarily and without fraud, duress, and undue influence. The parties further state that they have carefully read the foregoing release, know the contents thereof, and sign the same as their own free acts. 3. The Seattle Times understands that all tax consequences and tax reporting obligations are solely the responsibility of the Seattle Times. 4. The parties warrant to each other that they have the right, power, and authority to execute and enter into this Agreement, and to perform their duties and obligations under this Agreement in accordance with its terms, conditions, and provisions. Seattle Times-May 23, 2013 Page 4 of 6

5 5. This Agreement shall be binding upon and inure to the benefit of each party to this Agreement, together with their affiliates, subsidiaries, officers, partners, directors, employees, heirs, executors, administrators, successors, and all persons now or hereafter holding or having all or any part of the interest of a party hereto. Each party, by signature below, represents that it has the legal authority to execute this Agreement and to bind that party to this Agreement. Changes in the organizational form of the parties shall not affect the validity or enforceability of this Agreement. 6. This Agreement may be executed in counterparts, each of which shall be deemed an original. Facsimile transmissions of any signed original document, or transmission of any signed facsimile document, shall be the same as delivery of an executed original. At the request of any of the parties, the parties shall confirm facsimile transmission signatures by signing and delivering an original document. 7. This Agreement shall become effective upon its execution by the parties. By: DATED this day of, DATED this Z^f day of ^if, Seattle Times Company Name: David Boardman Title: Executive Editor, Seattle Times Title: Chief of Police, Seattle Police Dept. Seattle Times - May 23, 2013 Page 5 of 6

6 EXHIBIT A SPD Statement The Seattle Police Department acknowledges that it had a duty to either produce the Kessler report or identify an applicable PRA exemption in a timely manner and it did not do so. The Department believed that the report was subject to the deliberative process exemption, and that premature disclosure would prejudice the independent review undertaken by Michael Hillman. The Department acknowledges, however, that it did not properly identify the report in an exemption log prior to producing the document, or consider whether exempt information could have been redacted and non-exempt factual data released. The Department agrees that, although the PRA allows production of records in installments, it is never permissible to withhold the existence of a responsive document from a requestor or to improperly delay the release of documents. The Department will reaffirm this message to the PRA staff and top department administrators. Seattle Times-May 23, 2013 Page 6 of 6