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herein definitions, the County shall so notify Sellers and refund Seller's entire lease
<br />payment for that year. Immediately upon receipt of the lease payment refund, Sellers
<br />shall curtail all additional use of Leaseback Water for the remainder of that year.
<br />The County and Sellers agree that the annual lease price will be the per acre price
<br />established for water by the Kittitas Reclamation District for each year of the Lease
<br />(hereinafter "Leaseback Price").
<br />The County and Sellers may also agree mutually in writing to alter these Leaseback
<br />provisions during the Initial Leaseback Period, except there shall be no obligation on the
<br />Parties to alter these provisions.
<br />After the Initial Leaseback Period, the County and Sellers agree that the County may, in
<br />its sole discretion, lease back to Sellers some or all of the Water Right. After the Initial
<br />Leaseback Period, the County and Sellers agree to meet each year in February to
<br />determine the total amount of water to be leased that year, if any, and that year's
<br />Leaseback Price.
<br />1-L ell r 's Warran tie.,; autl Re()r eutatioo~. In addition to the warranties and
<br />representations contained elsewhere in this Agreement (and in any of the documents
<br />executed in connection with this Agreement) or implied by law, Sellers makes the
<br />following warranties and representations, each of which: (i) is material and being relied
<br />upon by County, (ii) is true in all respects as of the Effective Date, (iii) will be true in all
<br />respects at Closing, and (iv) will survive Closing. Sellers will indemnify, protect, defend
<br />and hold County (and County's agents, employees, officers, directors and members)
<br />harmless from and against any and all claims, liabilities, losses, damages, costs and
<br />expenses, of any nature whatsoever, including, without limitation, attorneys' fees, arising
<br />from or related to any untruth, inaccuracy or breach of any of Sellers' warranties or
<br />representations, whether contained in this Section or elsewhere in this Agreement.
<br />All of Sellers' representations and warranties contained in this Agreement will be true
<br />and correct as of the Closing Date.
<br />12, Historic Water Use. To the best of Sellers' knowledge, (i) water under the Water
<br />Right has been put to beneficial use in accordance with terms specified in the Water
<br />Right and protected from relinquishment during that same time periods, (ii) no period of
<br />five consecutive years of partial or total nonuse has occurred since 1967, and (iii) the
<br />Water Right has never been intentionally abandoned or voluntarily relinquished.
<br />13. Title. At Closing, Sellers will deliver to County and its assigns good, marketable,
<br />and indefeasible fee simple title to the Water Right, and the same will be free and clear of
<br />all liens, claims, encumbrances and defects of title, of any nature whatsoever except those
<br />to which County has granted its written consent. To the best of Sellers's knowledge,
<br />there are no leases, rental agreements, service contracts, option agreements, mortgages,
<br />deeds of trust, or other written or oral commitments, arrangements, agreements or
<br />Purchase and Sale Agreement
<br />Between Kittitas County and
<br />James and Hazel Treat
<br />Page 6 of 13
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