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HomeMy WebLinkAboutThomas Kidwell Release and Settlement AgreementRELEASE AND SETTLEMENT AGREEMENT THIS RELEASE AND SETTLEMENT AGREEMENT is entered into this /�l day of :YU VL C , 2014, between Thomas Kidwell, dba Farm 2005, LLC ( "Kidwell ") and the City of Pasco, Washington ( "City "). WHEREAS, Kidwell was required by the City, as a condition for permitting of the development of certain real property located in the City of Pasco, more particularly described in Exhibit A attached hereto, to install certain public street and utility infrastructure in Road 52 north of Sandifur Blvd; and WHEREAS, Kidwell has asserted a claim against the City for reimbursement of a portion of the costs of the street and utility infrastructure on the basis that a portion of the infrastructure will serve other unaffiliated real property; and WHEREAS, the City has agreed to pay for the additional material cost associated with certain oversizing of utility pipes but not for roadway improvements; and WHEREAS, the parties desire to resolve this dispute without the need for litigation; NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows: 1. The City shall pay to Kidwell the sum of Sixty -Two Thousand Six Hundred Ninety Nine Dollars and Ninety -Five Cents ($62,699.95), receipt of which is hereby acknowledged, as full and final payment of any and all claims that may be asserted by Kidwell arising out of the development of its property, more particularly described in Exhibit A. 2. Kidwell, on behalf of itself, its agents, members, assigns, and successors in interest, releases and discharges the City and the City's officers, employees, representatives, agents, and assigns from any and all claims, liabilities, causes of action, damages, losses, demands or obligations, including but not limited to attorney fees and costs, of every kind and nature, related to, based upon, or in whole or part, arising out of the development of its property more particularly described in Exhibit A; accepts as full and final satisfaction of any and all such claims, the amount designated in Section 1 above; and further agrees to defend, indemnify and hold harmless the City from any claim arising out of such development as may be asserted by David Swisher and/or Emerald Resources LLC, or their successors in interest. 3. This Agreement is contingent upon the execution by David Swisher and Emerald Resources LLC of a Release and Settlement Agreement in substantially the same form regarding the obligation for street and utility infrastructure installation in Road 52 North. 4. By entering into this Agreement, both parties express they acknowledge that there are no admissions of liability on behalf of either party and that this Agreement is the result of a negotiated compromise and settlement. C) S () 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 obtained. 6. Each term and provision of this Agreement, and the contingent agreement required hereunder, 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, without reference to who might have drafted the term. 7. This Agreement embraces and includes the entire agreement between the parties and may not be changed except in writing signed by all parties. THIS IS A RELEASE. DATED this 1L-1- day of 7 (y 2014. FARM 2005, LLC Cheryl f3erg, Member Tommy Kidwell, Member Leland B. Kerr, City Attorney Release and Settlement Agreement — Thomas Kidwell, dba Farm 2005, LLC and City of Pasco Page 2 STATE OF WASHINGTON ) ss County of Franklin On this day personally appeared before me GARY CRUTCHFIELD, City Manager of the City of Pasco, Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposQsAierein mentioned. my hand and official seal thisito day of G � Pao a STATE OF WASHINGTON ) County of �NO v j ss Residing at K12 T� My Commission Expires 2014. On this day personally appeared before me Cheryl Berg, described in and who executed the within and foregoing instrument, and acknowledged that he/she signed the same as his/her free and voluntary act and deed for the uses and purposes therein mentioned. Gi, 1�i ftiflbltt}ty hand and official seal this L day f i t 1ne 2014. .ZFd4C�i a ' N 0 TP,, r? = Notary Public in and the State of Washington * : P� 6 : * e Residing at My Commission Expires 4 9- STATE : ss County of )"KA ti k L I.,./ ) On this day personally appeared before me Tommy Kidwell, described in and who executed the within and foregoing instrument, and acknowledged that he /she signed the same as his/her free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this Residing at 'j�j_ My Commission i JA N E 2014. -IS- Release and Settlement Agreement — Thomas Kidwell, dba Farm 2005, LLC and City of Pasco Page 3 Exhibit A Farm 2005 LLC (Kidwell) That portion of the East -half of the North -half of the Northeast quarter of Section 10, Township 9 North, Range 29 East, Willamette Meridian, records of Franklin County, Washington, described as follows: Beginning at a 3" Brass Cap in concrete marking the Southeast corner of the Northeast quarter of said Section 10; Thence North 00 °33'10" West along the East line of the Northeast quarter of said Section 10 for a distance of 1335.28 feet to the Southeast corner of the North -half of the Northeast quarter of said section 10, said point being the TRUE POINT OF BEGINNING; Thence continuing North 00'33'10" West, 1335.28 feet to the Northeast corner of the Northeast quarter of said Section 10; Thence leaving the East line of the Northeast quarter of said Section 10, South 88 °11'13" West along the North line of the Northeast quarter of said Section 10 for a distance of 1301.93 feet: Thence leaving the North line of the Northeast quarter of said Section 10, South 00 °36'54" East, 1340.76 feet to the South line of the North -half of the Northeast quarter of said Section 10; Thence North 87 °56'40" East along the South line of the North -half of the Northeast quarter of said Section 10 for a distance of 1300.60 feet to the TRUE POING OF BEGINNING.