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WATER RIGHTS PURCHASE AND SALE AGREEMENT THIS WATER RIGHTS PURCHASE AND SALE AGREEMENT is made and entered into this I 5j day of a-l [-z ,2022,by and between SOLAR DOLLAR LLC.,a Washington Limited LiuUitity Co*ffi 1fr.r"inafter referred to as "Seller" or "SOLAR"), and KITTIiAS COLTNTY, Washington, (hereinafter referred to as the'oPurchaser" or "County"). A. WHEREAS, Seller is the owner of certain real property as described in Exhibit A attached hereto and incorporated herein by this reference (hereinafter collectively referred to as the "Seller's Property" or "SOLAR Property"), which has appurtenant water rights from the Yakima River, which were confirmed in Department of Ecology v. Acquavella,Yakima County Superior Courl CauseNo. 77-2-01484-5 ("Acquavella"), and which are assigned CertificateNo. S4-83598-J, and which are described in Exhibit B attached hereto and incorporated herein by reference (hereinafter the "SOLAR Water Right"). B. WHEREAS, Purchaser operates a water resource mitigation program and is acquiring the SOLAR water right to provide mitigation for water use by the City of Kittitas through an approved Washington State Department of Health Group A Water System in Kittitas County, Washington, C. WHEREAS, Seller desires to sell and Purchaser desires to purchase all ofthe SOLAR Water Right (both consumptive and non-consumptive) (the "SOLAR Water Right"), all as is hereinafter set forth, for use in the Mitigation Area. NOW, THEREFORE, in consideration of the foregoing, payment of the purchase price and the mutual covenants and conditions hereinafter set forth, the parties hereto hereby agree as follows: 1. Purchase and Sale. Seller agrees to sell and convey to Purchaser its entire interest in the SOLAR Water Right which is described in attached Exhibit B. The purchase of the SOLAR Water Right includes water for both consumptive and non-consumptive portions of the water right. 2. Purchase Price. Subject to the conditions set forth in this agreement and the contingencies described herein, Seller agrees to sell and Purchaser agrees to purchase the SOLAR Water Right for a total purchase price equal to a Right to Purchase Lump Sum Payment and a Consumptive Per Acre-Foot Sale Price. The Right to Purchase Lump Sum Payment shall be $70,000. The Consumptive Per Acre Foot Sale Price shall be $6,500.00 multiplied by the Solar Water Right's consumptive acre feet available for transfer as determined by the Washington State Department of Ecology ("Ecology") in the change and transfer process described below in Section 4, which amount shall be payable in cash at closing. By way of example only, if Ecology determines that 76.5 consumptive acre feet are available for transfer then the purchase price shall be Page I S"tt"r: Tb 't --Purchaser: l-\)