RES-2022-140 - Laserfiche WebLink

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$567,250.00 ($70,000 + 76.5*$6,500.00). Purchaser and Seller agree to work cooperatively to maximize the total consumptive acre feet approved for transfer by Ecology. 3. Eamest Money/Right to Purchase Payment. Purchaser hereby deposits, and receipt is hereby acknowledged by Seller of $70,000.00 paid or delivered as earnest money and a Right to Purchase Payment in part payment of the purchase price for the afore described SOLAR Water Right. The eamest money and this Agreement shall be held by the Closing Agent for the benefit of the parties hereto. Upon the waiver of the contingencies set forth below in sections 4.2 and 4.4by the County and the waiver by the County and SOLAR of the contingencies set forth in section 4.6, the Ernest Money/Right to Purchase Payment shall become nonrefundable and be paid to the Seller by the escrow agent. 4. Contingencies. Closing of this transaction shall be contingent upon the timely satisfaction of the following events, which events are hereafter referred to as "contingencies". 4.I Description of Process. The Purchaser has employed Aspect Consulting,LLC (Aspect) to provide engineering and consulting services to accomplish this transfer of the consumptive and non-consumptive use associated with the SOLAR Water Right. SOLAR and Purchaser agree to change the water right to instream flow and rnitigation of new uses under RCW 90.38 / RCW 90.42 for use in the Purchaser's water bank for use by the City of Kittitas. SOLAR and Purchaser each acknowledge that the scope ofthe transfer and steps to complete the transfermay vary depending on Ecology input and decisions related to Ecology processes. SOLAR and Purchaser acknowledge and agree that each will cooperate and use theirbest efforts to successfully accomplish the transfer. SOLAR and Purchaser agree to accurately quantift the amount of consumptive use which is approved for transfer under the law, which based on Ecology's Guidance 1210 is based on the highest consumptive use reliably available and beneficially used by the Seller. Purchaser and its consultant, Aspect, agree to provide copies of all correspondence, emails, studies, applications and other materials developed as part of the transfer to Seller so that Seller is fully informed on all aspects of the transfer process and in a position to fulfill Seller's obligations set forth in Paragraph 4.7. All costs associated with the transfer described above will be paid for by the Parties pursuant to Section 6 below. 4.2 Purchaser's Review of the Extent and Validity of the SOLAR Water Right. Purchaser's obligation to purchase and SOLAR's obligation to sell the SOLAR Water Right are contingent upon Purchaser's determination and approval, in Purchaser's sole discretion, of the extent, validity, and prioruse of the SOLAR Water Right. Purchaser shall undertake and diligently pursue the review and reasonable determination to Purchaser of the extent, validity, prior use and freedom from defect of the SOLAR Water Right. All costs of such due diligence review shall be borne by Purchaser. Seller shall cooperate in good faith in such review and shall provide documents and information reasonably related to such review. In the event that Purchaser reasonably determines, in Purchaser's sole discretion, that such confirmation cannotbe obtained, then Purchaser may terminate this Agreement whereupon the earnest money shall be returned to Purchaser, which Setter: T'b Purchaser: LC 2