Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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PURCHASE AND SALE AGREEMENT (Hairpin Ranch Conservation Easement) This PURCHASE AND SALE AGREEMENT ("Agreement") is entered into by and among KITTITAS COUNTY, a political subdivision of the State of Washington ("County"), having an address of 205 West 5"' Avenue, Ellensburg, WA 98926, and FORTERRA NW, a Washington nonprofit corporation, its successors or assigns ("Forterra") having an address of 901 50' Ave, Suite 2200, Seattle, WA 98164 (collectively, "Buyer"), and Brent Minor and Mary Minor, a married couple (collectively, "Seller"), having an address of 8001 Naneum Road, Ellensburg, WA 98926, as of the first date on which the County, Forterra and Seller have all signed this Agreement ("Effective Date"). Buyer and Seller may be referred to herein individually as "Party" and collectively as the "Parties." RECITALS A. Seller owns certain real property commonly known as "Hairpin Ranch," also formerly known as "Rader Road Ranch," located along Naneum Creek, in Kittitas County, Washington, as more particularly described in this Agreement. B. Buyer desires to purchase a conservation easement on said real property owned by Seller, as hereinafter defined, for the purpose of protecting the agricultural conservation values of the property, on the terms and conditions set forth in this Agreement. C. County has adopted Comprehensive Plan GPO 2.1 with the goal to maintain and enhance County's natural resource industry base, including but not limited to productive agriculture resources. County is exempt from taxation. D. Forterra is a conservation organization having among its purposes the acquisition of open space and critically important ecological systems in King, Snohomish, Pierce, Kittitas and Mason counties and surrounding communities. Forterra is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended from time to time, the "Code") and is included in the "Cumulative List of Organizations" described in Section 170(c) of the Internal Revenue Code published by the Internal Revenue Service. Forterra is not a private foundation within the meaning of Section 509(a) of the Code. E. County and Forterra will steward the conservation easement on said real property according to the terms and conditions of the Conservation Easement and Funding Sources, as defined below. F. Seller acknowledges that upon granting the conservation easement, as defined below, to Buyer, Buyer shall be free to transfer any such easement interest, for any price Buyer deems appropriate, to any subsequent buyer qualified under state and federal law as a holder of conservation easements, subject to the terms, conditions, and stewardship obligations set forth in the Conservation Easement. Page 1 of 20