Resolution_Water Certificate Contract_NelsonGelbviehRanch

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5. Management of Trust Water Rights. Ecology shall hold and manage the Mitigating Water Rights pursuant to Chapters 90.38 and 90.42 RCW and this Agreement as part of TWSA. Ecology: 5.1. Shall take no position and make no assertions that the quantities and beneficial use of the Mitigating Water Rights is other than as provided in Exhibit A; 5.2. Shall, in addition to the protections against relinquishment afforded through the Trust Water Rights Program, at all times during the Term manage, maintain, preserve and protect for the benefit of NGR and its successors, designees and assigns all aspects and attributes of the Mitigating Water Rights, including, but not limited to, the priority date, total diversionary right, instantaneous quantity and annual consumptive quantity from impairment, challenges and claims; 5.3. Shall process all new applications and requests to use the Mitigating Water Rights consistent with other agreements to which Ecology may be subject, including, but not limited to memorandums of agreements and rules; and 5.4. Shall not assess or charge NGR any costs of fees for maintaining the Mitigating Water Rights, provided that Ecology may charge third parties its regular costs and fees for water right applications, transfers and investigations or costs attributable to assignment of a portion of the Mitigating Water Rights to the Reclamation -Ecology Contract. 6. Term. The term of this Agreement shall be for as long as any portion of the Mitigating Water Rights is available to be assigned to new and/or existing uses ("Term"). 7. Representations and Warranties. In keeping with the purpose of this Agreement and as a material part of the consideration of this Agreement upon which its execution is dependent: 7.1. NGR makes the following undertakings, representation and warranties to Ecology: 7.1.1. NGR is a Washington limited liability company duly formed and authorized and fully able to enter into and perform all its obligations in this Agreement according to its terms; 7.1.2. Each individual executing this Agreement on behalf of NGR is duly authorized to execute and deliver this Agreement; 7.1.3. Upon its full execution, this Agreement is binding upon NGR in accordance with its terms; and 7.1.4. NGR shall use its best efforts to fully and timely perform its obligations and actions contemplated by this Agreement. 7.2. Ecology makes the following undertakings, representations and warranties to NGR: 7.2.1. Ecology is a division of the State of Washington duly formed and authorized and fully able to enter into and perform all its obligations in this Agreement according to its terms; 7.2.2. The individual executing this Agreement on behalf of Ecology is duly authorized to execute and deliver this Agreement; 7.2.3. Upon its full execution, this Agreement is binding upon Ecology in accordance with its terms; and 3