TD-24-00004 Williamson - Applicant Signed Conservation Easement

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1. Recordation. Grantee will record this Easement in a timely fashion in the official records of Kittitas County, Washington, and in any other appropriate jurisdictions, and may re- record it at any time as may be required to preserve its rights in this Easement. 2. Controlling Law and Interpretation. The interpretation and performance of this Easement is governed by the laws of the State of Washington. Any general rule of construction to the contrary notwithstanding, this Easement will be liberally construed in favor of the grant to affect the Purpose of this Easement, the policies and purpose of the TDR Program and the policy and purposes of RCW 64.04.130 and chapters 84.33 and 84.34 RCW. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the Purpose that would render the provision valid will be favored over any interpretation that would render it invalid. 3. Severability—Entire Agreement -No Forfeiture. If any provision of this Easement, or its application to any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement and the application of such provision to any other persons or in any other circumstances shall remain valid. This instrument sets forth the entire agreement of the Parties with respect to the Property and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Property, all of which are merged into this Easement. 4. Assignment. This Easement is transferable, but Grantee may assign its rights and obligations under this Easement, with Grantors written approval, only to Grantee's judicially appointed successor or a publicly supported, tax-exempt nonprofit organization, qualified under Sections 501(c)(3) and 170(h) of the Internal Revenue Code of 1986, as amended, and also qualified as a nonprofit nature conservancy corporation under RCW 64.04.130 and 84.34.250. As a condition of such transfer, Grantee shall require that the transferee exercise its rights under the assignment consistent with the Purpose of this Easement. 5. Merger. In the event that Grantee acquires the fee title to all or a portion of the Property subject to this Easement, it is the intent of the Parties, both Grantor and Grantee, that no merger of title shall take place that would merge the restrictions of this Easement with fee title to the Property, notwithstanding any otherwise applicable legal doctrine under which such property interests would or might be merged. As the Parties intend that no such merger take place, and in view of the public interest in the enforcement of this Easement, the restrictions on the use of the Property, as embodied in this Easement shall, in the event fee title becomes vested in Grantee, become and remain permanent and perpetual restrictions on the use of the Property as provided for herein. Grantee, as successor in title to Grantor under the circumstances described in the foregoing sentence, shall observe and be bound by the obligations of Grantor and the restrictions imposed on the Property by this Easement. 6. Counterparts. The Parties may execute this instrument in two or more counterparts, which will be signed by both Parties. Each counterpart shall be deemed an original