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Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20
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2020-01-21 10:00 AM - Commissioners' Agenda
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Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20
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Last modified
1/16/2020 1:43:50 PM
Creation date
1/16/2020 1:41:56 PM
Metadata
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Meeting
Date
1/21/2020
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Supporting documentation
Supplemental fields
Alpha Order
b
Item
Request to Approve a Resolution and Authorize Chairman’s Signature on the Purchase and Sale Agreement for Hairpin Ranch Conservation Easement
Order
2
Placement
Consent Agenda
Row ID
59336
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<br />Page 15 of 20 <br /> <br /> <br /> BUYER: <br /> <br />Forterra NW <br />901 5th Ave, Suite 2200 <br />Seattle, WA 98164 <br />Attn: Corporate Counsel <br /> <br />Kittitas County <br />205 W 5th Ave. <br />Ellensburg, WA 98926 <br />Attn: Brett Wachsmith, Chairman <br /> <br />The foregoing addresses may be changed by written notice to the other Party as provided herein. <br />Mailed notice properly given shall be deemed received three (3) Business Days after deposit in the <br />mail. <br /> <br /> 18. Partial Invalidity. If any term or provision of this Agreement or the application <br />thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the <br />remainder of this Agreement, or the application of such term or provision to persons or <br />circumstances other than those as to which it is held invalid or unenforceable, shall not be affected <br />thereby; and each such term and provision of this Agreement shall be valid and be enforced to the <br />fullest extent permitted by law. <br /> <br /> 19. Waivers. No waiver of any breach of any covenant or provision in this Agreement <br />shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant <br />or provision in this Agreement. No extension of time for performance of any obligation or act <br />shall be deemed an extension of the time for performance of any other obligation or act. <br /> <br /> 20. Construction. Captions are solely for the convenience of the Parties and are not a <br />part of this Agreement. This Agreement shall not be construed as if it had been prepared by one <br />of the Parties, but rather as if both Parties had prepared it. If the date on which Buyer or Seller is <br />required to take any action under the terms of this Agreement is not a Business Day, the action <br />shall be taken on the next succeeding Business Day. <br /> <br /> 21. Time. Time is of the essence of every provision of this Agreement. As used in this <br />Agreement, the term “Business Day” refers to Monday through Friday, other than legal holidays <br />in the State of Washington. <br /> <br /> 22. Force Majeure. Performance by Seller or Buyer of their obligations under this <br />Agreement shall be extended by the period of delay caused by force majeure. Force majeure is <br />war, natural catastrophe, strikes, walkouts or other labor industrial disturbance, order of any <br />government, court or regulatory body having jurisdiction, shortages, blockade, embargo, riot, civil <br />disorder, or any similar cause beyond the reasonable control of the Party who is obligated to render <br />performance (but excluding financial inability to perform, however caused). A Party desiring to
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