StaffReport_Property Exchange 20260401 (2)

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Property Exchange Agreement - 3 or under such land, development rights, land use entitlements, air rights, water rights, and any interests in, on, or under the land, together with any and all improvements, structures, or fixtures now or on the Closing Date located thereon. Said property is located in the City of Ellensburg, County of Kittitas, State of Washington and contains approximately 6.75 acres and is further shown on Exhibit A as the “Helena Parcel.” B. Conveyance Documents. The CWU Property shall be conveyed by quit claim deed. The County Building and the City Building shall be conveyed by a bill of sale. C. Exchange Properties. The Exchange Properties are shown on and legally described as set forth in Exhibits B, C, and D. The Exchange Properties and the Transferor and Transferee are as follows: Property Description Transferor Transferee City Building (APN 955272) City County County Building (APN 955337) County CWU CWU Property (APN 374034) CWU City D. Consideration. Each of the Parties hereby confirms that it has reviewed and approved, or has had sufficient opportunity to review and approve, as of the Effective Date hereof, an appraisal of fair market value relating to the Exchange Properties to be conveyed by or to such Party as described herein (collectively, the “Property Appraisals”). The Parties further agree that the value of the Exchange Properties have been negotiated and that the mutual benefit to each Party is based on both tangible and intangible factors, including without limitation, the appraised property values, the economic development potential of the transferred property, and the public benefit of increased housing availability and density. Section 2. Conditions Precedent; Termination; Good Faith Efforts. The obligation of each Party to convey its respective Exchange Property as contemplated by this Agreement is subject to satisfaction of each of the terms and conditions set forth in Section 3, Section 6, and Section 7 (any of which may be waived only in writing and only by the Party in whose favor such condition exists) on or before the applicable date specified for satisfaction of the applicable condition. If any of such conditions are not fulfilled (or so waived in writing) pursuant to the terms of this Agreement, then the Party in whose favor such condition exists may terminate this Agreement. In the event the Closing of this transaction shall not have occurred by July 31, 2026, then any Party may terminate this Agreement. If any expected or actual funding for any transaction contemplated herein is withdrawn, reduced, or limited in any way prior to the termination of this Agreement or Closing of this transaction, then any Party may terminate this Agreement. In connection with any termination made in accordance with this Agreement, the other Parties shall be released from further obligation or liability hereunder to such terminating Party