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573630 PARTIAL RELEASE OF EXCHANGE AGREEMENT ' ·ft.. THIS PARTIAL RELEASE OF EXCHANGE AGREEMENT ("Partial Release") is executed this le. - day of --:I"vt-l1 , 201 S by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho ('City") and Palouse River and Coulee City Railroad, Inc., a Washington corporation (the "Railroad") . WHEREAS, City and the Railroad executed and delivered that certain Exchange Agreement Between the Railroad and the City, recorded under Auditors #495592 on May 4, 2005 (the "Exchange Agreement"); and WHEREAS, City and the Railroad desire to release a portion of the property encumbered by the Exchange Agreement (said portion hereinafter being referred to as the "Released Property" and as legally described on Exhibit attached hereto) ; and WHEREAS, City has no utilities running on or through Parcel I or II described on Exhibit and did not have any at the time the Exchange Agreement was entered into; and WHEREAS, City has an existing storm water utility line running through Parcel III described in Exhibit the buyers and/or owners of said Parcel III are granting a utility easement to the City in reference to the existing storm water utility located on Parcel III, said granting of easement to occur contemporaneous with the execution of the Partial Release. WHEREAS, City and the Railroad desire to confirm that all terms, conditions and obligations created by the Exchange Agreement, with respect to the Released Property only, have been satisfied. NOW THEREFORE, City and the Railroad agree as follows: 1. Recitals. All of the foregoing recitals are true and correct and expressly incorporated herein by this reference. 2. Partial Release. City and the Railroad hereby release each other from all further obligations of the parties to the Exchange Agreement with respect to the Released Property only. 3. Recording. Upon execution, the Partial Release may be recorded in the Public Records of Latah County, Idaho so hereafter the Exchange Agreement shall be deemed forever released and terminated. This Partial Release is binding upon City and the Railroad, its successors and assigns, and runs with the Released Property encumbered by the Exchange Agreement. IN WITNESS WHEREOF, this Partial Release has been executed by City and the Railroad on the day and year first above written: l]j Roderick Hall, City Attorney COULEE CITY RAILROAD, INC. Name: C!vr LLA-"'fb.i Its: \JP STATE OF ) ) ss. County of ) CITY OF MOSCOW \t , On.this day of , 2015, before me, the undersigned, a Notary Public in and for said State of persona Uy appeared