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Home My WebLink AboutLa Pianta LLCTERMINATION AGREEMENT THIS TERMINATION AGREEMENT ("Agreement") dated as of [,A,~_,~. ~_~_~, 2004 ("Effective Date"), by and between THE CITY OF AUBURN, a Washington municipal corporation (the "City"), and LA PIANTA LLC, a Washington limited liability company ("La Pianta"). RECITALS A. The City and La Pianta are parties to that certain Permit for Limited Use of Real Property and Hold Harmless Agreement dated December 12, 2000 (the "Permit"), pursuant to which the City was granted the right to operate several test wells located on, and the right of ingress and egress over, that certain property more particularly described in Exhibit A attached hereto (the "Property"). The designations and the general locations of the wells (the "Wells") are indicated on Exhibit B attached hereto. B. The City and La Pianta now wish to terminate the Permit upon the terms and conditions set forth below. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and La Pianta agree as follows: 1. Termination of the Permit Subject to the terms and conditions of this Agreement, the Permit is terminated as of the Effective Date. After the Effective Date, the City shall have no further right, title or interest whatsoever in or to the Property or the Wells. 2. Decommissioning of Certain Wells; Removal of Stream Gauge The City represents and warrants to La Pianta that the City has (i) decommissioned the Wells designated as WRO-1 D, WRO-2D and WRO-3D in compliance with the requirements set forth in WAC 173-160-381, and (2) removed the stream gauge labeled as SG-WR-1 on Exhibit B in compliance with applicable law. 3. Quitclaim of Interest in the Remaining Wells The City remises and forever quitclaims to La Pianta, its successors and assigns, all of the City's right, title and interest in and to the Wells designated as WR-1, WRO-1S, WRO-2S, WRO-3S, WRPO-1S and WRPO-2S on Exhibit B. La I/Well Permit Termination Agreement 3-26-04] PAGE 1 3/31/04 Pianta accepts the Wells in their "as-is" condition with all faults, and the City makes no warranty, express or implied, of merchantability or fitness for any particular purpose. 4. Survival of Indemnity Notwithstanding anything herein to the contrary, the indemnity set forth in the Permit shall survive the termination of the Permit, provided however, such indemnity shall apply only with respect to claims, demands or rights of action arising from or related to an event occurring prior to the Effective Date hereof. 5. Release by the City The City hereby releases, acquits and forever discharges all known or unknown, asserted or unasserted claims, demands and rights of action against La Pianta (and/or La Pianta's shareholders, directors, officers, employees, principals, agents, predecessors, successors and assigns) which arise out of, result from or in any way relate to the Permit, the Wells and/or the Property, and the City shall not commence or maintain any legal, equitable, administrative or other proceedings based upon any such claims, demands or rights of action. 6. Successors and Assigns This Agreement shall bind and benefit the parties and their respective successors and assigns. This Agreement shall also bind and benefit the parties' past, present and future shareholders, directors, officers, employees, principals and agents. 7. Governing Law and Venue The laws of Washington shall govern the interpretation and enforcement of this Agreement. 8. Entire Agreement This Agreement constitutes the entire agreement between the parties concerning the matters referred to herein. 9. Severability If any part of this Agreement is declared invalid by any court of competent jurisdiction, the invalidated part shall be amended to reflect the parties' intentions in a valid manner. If the invalidated part cannot be so amended, it shall be deleted from this Agreement. In either event, those parts of the Agreement which have not been declared invalid shall continue in full force and effect. I/Well Permit Termination Agreement 3-26-04] PAGE 2 3/31/04 10. No Modification Unless Written and Signed This Agreement shall not be modified unless the parties sign a subsequent written document which expressly modifies this Agreement. 11. Counterparts This Agreement may be executed in counterparts, all of which taken together will constitute one and the same instrument, and any party executing this Agreement may do so by signing any such counterpart. IN WITNESS WHEREOF, this Agreement has been executed as of the date first mentioned above. LA PIANTA LLC, a Washington limited liability company Nam&: Mark A. Its: Vice Presider lpm nt, Inc., its Manager ;gale THE CITY OF AUBURN, a Washington municipal corporation By:_ I/Well Permit Termination Agreement 3-26-04] PAGE 3 3/31/04 STATE OF WASHINGTON ) ) SS. COUNTY OF ~. ! ~,](~- ) Onthis ~<;~- dayof /~rl~[{.l£ ,2004, beforeme, the undersigned, a Notary Public i~and for the State of Washington, duly commissioned and sworn, personally appeared Mark A. Segale, to me known to be the person who signed as Vice President of Metro Land Development, Inc., Manager of LA PIAN'~A LLC, the limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said partnership for the uses and purposes therein mentioned, and on oath stated that M.A. Segale was authorized to execute said instrument on behalf of the company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary) (Print or stamp name of Notary) NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: I/Well Permit Termination Agreement 3-26-04] PAGE 4 3/31/04 STATE OF WASHINGTON ) ) SS. COUNTY OF I<~; ~o~ ) On this -~0 day of ~ ~'-/ ,2004, before me, the undersigned, a Notary Public in-~nd for the .~tate of Washington, duly commissioned and sworn personally appeared .~_r.~ ~,4 'i~. q..~-~,~./ to me known to be the I~erson who signed as --'.P~ ~ ,'~ C.Jo~-t~-..s ~,,~_~_~. ' of THE CITY OF AUBURN, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that ~ was duly elected, qualified and acting as said officer of the corporation, that ~ was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. (Signature of Notary~ t U-'tint or stamp name of~lotary/ NOTARY PUBLIC in and for the State ~f Washington, residing at'~,,~:~ Y appointment expires:. //,//~,/~_. I/Well Permit Tem~ination Agreement 3.26.041 PAGE 5 3/31/04 Exhibit A to Termination Agreement Legal Description THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON; EXCEPT THE SOUTH 30 FEET OF SAID SUBDIVISION CONVEYED TO KING COUNTY FOR SOUTHEAST STUCK RIVER ROAD EXTENSION BY DEED RECORDED UNDER KING COUNTY RECORDING NO. 5853044. TOGETHER WITH: THAT PORTION OF GOVERNMENT LOT 1, SECTION 29, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 1; THENCE SOUTH 0°20'43'' WEST A DISTANCE OF 718.81 FEET TO THE TRUE POINT OF BEGINNING OF THE LINE DESCRIBED HEREIN, THENCE NORTH 72004'30'' EAST 139.29 FEET, THENCE NORTH 64056'57'' EAST 203.11 FEET; THENCE NORTH 72004'00'' EAST 289.04 EAST, THENCE NORTH 78°41 '25" EAST 132.57 FEET; THENCE NORTH 44°35'16'' EAST 98.29 FEET; THENCE NORTH 72029'44'' EAST 136.31 FEET; THENCE SOUTH 52°47'10'' EAST 99.20 FEET; THENCE NORTH 87012'26'' EAST 164.20 FEET; THENCE NORTH 77026'38'' EAST 173.78 FEET TO THE EAST LINE OF SAID GOVERNMENT LOT 1 AND THE TERMINUS OF SAID LINE DESCRIBED HEREIN; TOGETHER WITH GOVERNMENT LOT 8, SECTION 29, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., IN KING COUNTY, WASHINGTON; EXCEPT ANY PORTIONS OF THE ABOVE-DESCRIBED GOVERNMENT LOTS 1 AND 8 LYING WITHIN THE PRESENT BED OF THE WHITE (STUCK) RIVER. I/Well Permit Termination Agreement 3-26-04] PAGE 6 3/31/04 + WRPD-2S ~RP~-IS SCiT.,~: 1' = 800' EXHIBIT B