Hold PHearing_Purchase of Real Property

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AGREEMENT REGARDING POST -CLOSING ACTIONS AND IMPROVEMENTS This Agreement Regarding Post -Closing Actions and Improvements (the "Agreement"), is effective as of the Ja day of 2021, (the "Effective Date") by and between FLYING M RANCH, a Washington limn d liability company ("Flying M"), Michael K. Moeur Sr. and Betty Q. Moeur, husband and wife ("Moeurs"), M. Kelly Moeur Jr. ("Kelly") and KITTITAS COUNTY, apolitical subdivision of the State or Washington (the "County"). Flying M, Moeur, Kelly and the County are sometimes referred to herein individually as a "Party", and collectively as, the "Parties", RECITALS Flying M owns, or will have acquired, certain real property located in Kittitas County, Washington, as is more particularly described in the attached Exhibit A (the "Subject Property"). Flying M has entered into an Option Agreement dated as of t • , 2021 (the "TPL Option Agreement") with the Trust for Public Land, a California nonprofit public benefit corporation ("TPL") granting to TPL an option to purchase the Subject Property. It is TPL's intention to exercise the option created under the TPL Option Agreement and purchase the Subject Property. If TPL exercises its option to purchase the Subject Property, it is TPL's intention to convey the Subject Property to the County. TPL has entered into a purchase and sale agreement with the County dated as of PUL(A 1 _ , 2021 (the "TPL-County AgreemenfI in which TPL has committed to convey the Subject Property to the County if and when TPL purchases the Subject Property from Flying M. Flying M is not a party to the TPL-County Agreement, and the County is not a party to the TPL Option Agreement. The County's acquisition of the Subject Property will provide the County with an opportunity to mitigate the risk and effects of potential flooding in the Yakima River Valley as well as providing public open space and recreational opportunities for the people of Kittitas County. Flying M, Moeur, or Kelly also own nine additional parcels located adjacent to the Subject Property, which parcels are described on attached Exhibit B (the "Flying M Adjacent Property'. The County's eventual acquisition and use of the Subject Property may have adverse post -closing impacts on the Flying M Adjacent Property. As a condition to selling the Subject Property to TPL, Flying M has asked the County to take certain steps to minimize or eliminate specific post -closing risks to the Flying M Adjacent Property, and the County has agreed to take certain post -closing actions and make certain improvements to the Flying M Adjacent Property to reduce or mitigate such risks. The purpose of this Agreement is to memorialize those actions the County will take and the improvements the County will construct following TPL's purchase of the Subject Property and concurrent conveyance of the Subject Property to the County.