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<br /> <br />Property Exchange Agreement - 2 <br /> <br />consideration of both tangible and intangible factors, including but not limited to, the appraised <br />property values, economic development potential, and the benefit of increased housing stock. <br />Therefore, as also set forth in the ILA and reaffirmed herein, the Parties agree that no direct <br />payments will be exchanged under the terms of the ILA or this Agreement. <br /> <br />G. The conveyances of the Exchange Properties among the Parties as contemplated <br />by this Agreement are subject to the specific prior review and approval process of each of the <br />Parties, in addition to satisfaction of the general terms and conditions of the exchange, as set <br />forth in this Agreement. As used in this Agreement, “Transferor” refers to the Party that <br />currently owns and is conveying an Exchange Property and “Transferee” refers to the Party to <br />which an Exchange Property will be conveyed. <br /> <br />AGREEMENT <br /> <br />In consideration of the mutual promises and covenants hereinafter set forth, and for other <br />good and valuable consideration, the receipt and sufficiency of which are acknowledged, the <br />Parties agree that each of the foregoing recitals shall be fully incorporated into the terms of this <br />Agreement and made a part of this Agreement, and further agree as follows: <br /> <br />Section 1. Conveyance of the Exchange Properties/Fair Market Value. <br /> <br /> A. Conveyance. <br /> <br />1. City Building: Subject to the terms herein, the City and County agree to the <br />conveyance from the City to the County of the City Building legally described <br />in Exhibit B, including all of the City’s right, title, and interest in the City <br />Building. Said property is the CenterFuse Economic Development Building <br />located at 3110 Airport Road in the City of Ellensburg, County of Kittitas, <br />State of Washington and is further shown on Exhibit A as the “Incubator <br />Building.” The County owns the real property under the City Building. <br />2. County Building: Subject to the terms herein, the County and CWU agree to <br />the conveyance from the County to CWU of the County Building legally <br />described in Exhibit C, including all of the County’s right, title, and interest in <br />the County Building. Said property is an airport hangar located in the City of <br />Ellensburg, County of Kittitas, State of Washington and is further shown on <br />Exhibit A as the “CWU Main Hangar.” The County owns the real property <br />under the County Building. Pursuant to Section 6(C)(4) of this Agreement, at <br />or before Closing (defined below), the County and CWU will enter into a <br />ground lease for the lease of the real property. <br />3. CWU Property: Subject to the terms herein, CWU and the City agree to the <br />conveyance from CWU to the City of the CWU Property legally described in <br />the Exhibit D, including all of CWU’s right, title, and interest in the CWU <br />Property, which includes without limitation, all minerals, oil, and gas rights on