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HomeMy WebLinkAbout5792MUTUAL RELEASE, SETTLEMENT AND HOLD HARMLESS AGREEMENT This agreement of mutual release, settlement and hold harmless (hereinafter "Agreement") is made this nth day of V7C�X UkCIIY 2018, among and between the following three parties: City of Bremerton, a municipal corporation ("City"); Port Orchard Sand and Gravel Company, Inc., a Washington corporation ("POS&G"); and Bremrock LLC, a Washington corporation ("Bremrock"). WHEREAS, the City and POS&G are in disagreement over contract terms contained in Bremerton Contract Number 4390 titled Lease to Remove Gravel (hereinafter "Contract"); the Contract disagreement involves $39,123.51 paid to the City by POS&G; and WHEREAS, the City is in need of an easement to travel over a portion of property owned by Bremrock, in order to maintain the City's pump station; and WHEREAS, Bremrock and POS&G are affiliated in that Dean Moergeli is a partial owner of both companies, and Mr. Moergeli has authority to enter this Agreement which affects both companies; and WHEREAS, the three parties agree that the terms set forth herein provide mutual benefits for each party; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree: The parties release and forever discharge each other, and their respective officers, employees, agents, insurers, attorneys, and assigns, and all other entities and persons, from all claims, expenses, attorney's fees, causes of action and suits of any kind or nature which the parties have or may later have on account of, or in any way arising out of, or related to the facts alleged or that could have been alleged resulting from the Contract, and from any and all claims, past, present, and future, whether or not so alleged, and whether presently known or unknown, which may have arisen or may later arise out of, or be related to the Contract. The following is the consideration for this Agreement: Release, hold harmless and abandonment of all claims asserted and all claims that could potentially be asserted against a party by one or more of the other parties; and SETTLEMENT AGREEMENT - 1 Thirty-nine thousand one hundred twenty-three dollars and 51/100 ($39,123.51) paid by the City to POS&G; and A non-exclusive perpetual easement granted by Bremrock to the City upon Bremrock's property at 7000 West Werner Road, Kitsap County Auditor Parcel Number 202401-1-011-2008. Said easement is set forth herein at Exhibit A, and has been recorded with the Kitsap County Auditor. The parties understand and recognize that the future course of present damages cannot be predicted with certainty. The parties assume the risk that the damages alleged may worsen in the future and/or that new damages that are not known may develop. The parties acknowledge that their information regarding the claims alleged is sufficient to enter into this Agreement. Execution of this Agreement is not to be construed as an admission of liability or responsibility by any party hereto. The parties released expressly deny liability for such claims. Regardless of the adequacy of the above consideration, the acceptance of this release shall not operate as an admission of liability by any party released. The parties warrant that no other person or entity has or has had any interest in the potential claims referred to in this Agreement, and that they have the sole right and exclusive authority to execute this Agreement and receive any sums specified in it. The parties warrant that any liens or encumbrances placed on their respective claims or any entity with a subrogation interest will be satisfied from the proceeds of this settlement. The parties shall defend, indemnify and hold each other harmless should any other person claim to have an interest in the matters described in this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof. All prior negotiations, agreements, representations, warranties or other matters of like or any other nature shall be of no further force or effect and are superseded by this Agreement. In the event that one or more provisions of this Agreement shall be determined to be invalid by any court of competent jurisdiction or agency having jurisdiction thereof, the remainder of the Agreement shall remain in full force and effect. This Agreement shall be construed and interpreted pursuant to Washington law and any controversy or interpretation hereof shall be by state courts of Washington. The undersigned parties hereby declare that the terms of this Agreement have been completely read and are fully understood and voluntarily accepted. The undersigned further declares that they have been given a full and fair opportunity to consider this Agreement, know SETTLEMENT AGREEMENT - 2 that this Agreement releases potentially unknown claims and/or claims about which they have limited knowledge. PORT ORCHARD SAND AND GRAVEL COMPANY, INC. SUBSCRIBW' "Q Q�RN to before me this J't% day of ' iUi� «� , 2018. 4-/50 �N EXAjq�h� 0 _ NOTARY PUBLIC for the 1114��s,1�„����_� State of Washington �+iF OF M sCommissi'on Expires: CcL /ice/ Y r /,4/ Name: BREMROCK LLC BT- W;� A. Title do � 2, SUBSCRIBED AND SWORN to before me this �-50 day of ; ; r_�a , 2018. \(P E TER 141, t �= �v,,,�����,,,,So i�� NOTARY POBLIC for the JWP'o°AR A%""'y �i State of Washington N4' Y ;c ?� Residing at: k:h. • Z 10 My Commission Expires: 7 � _i h % r Name: lei rr,Le j \i h_ OF PS`l``�� \w SETTLEMENT AGREEMENT - 3 CITY OF BREMERTON W Greg W%Ier, Mayor SUBSCRIBED AND SWORN to before me this day of A VAAL Pol folpi r • NOTOY PUBUC •: _ COMM. EXPIRES _ ' Y 6.2020 c WASHWP SETTLEMENT AGREEMENT - 4 2018. NOTARY PUBLIC e State of Washington Residing at: R'c-V7-lc-t"f br ) My Commission Expires: Name: % (' 1 CCS VEC?C"