HomeMy WebLinkAboutPurchase and Sale Agreement FULLY EXECUTED 8-7-18REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT is made and entered into this -14'
day of August, 2018, by and between Duke and Dude, LLC, a Washington Limited Liability Company
(hereinafter "Duke and Dude"), and Stephen M. Hayden, as Trustee of the Hayden Unified Credit Trust under
will dated August 26, 2005 (hereinafter referred to as "Hayden) (hereinafter collectively referred to as "Seller"),
and KITTITAS COUNTY, a political subdivision of the State of Washington (hereinafter referred to as
"Purchaser").
A. WHEREAS, Seller is the owner of that certain real property located in Kittitas County and
legally described as follows:
That portion of the Southeast Quarter of the Southwest Quarter of Section 28, Township 18
North, Range 18 East, W.M., in the County of Kittitas, State of Washington, lying East of the
County Road, being more particularly described as follows:
Beginning at the quarter section corner on the South boundary of Section 28 and running South
89°56' West on the section line, 458.8 feet to the East line of the County Road; thence North
16°47' East along said road, 203.3 feet; thence North 19°54' East along said road, 1,004.3 feet;
thence North 18° 12' East along said road, 183.7 feet to a point on the quarter section line; thence
South on the quarter section line, 1,313.0 feet to the place of beginning;
and
That portion of the Northwest Quarter of the Southeast Quarter of Section 28, Township 18
North, Range 18 East, W.M., in the County of Kittitas, State of Washington, which is bounded
by a line described as follows:
Beginning at the Southeast corner of said Northwest Quarter of the Southeast Quarter which is
the true point of beginning; thence West along the South line of said Northwest Quarter of the
Southeast Quarter, 973.8 feet; thence North 09°38' East, 785.94 feet to the South right of way
boundary of the Northern Pacific Railroad; thence South 4755' East along said South right of
way boundary, 1,133.8 feet to a point on the East line of said Northwest Quarter of the Southeast
Quarter; thence South 02° 41' East, along said East line, 15.0 feet to the true point of beginning;
and
The Southwest Quarter of the Southeast Quarter of Section 28, Township 18 North, Range 18
East, W.M., in the County of Kittitas, State of Washington.
EXCEPT FROM ALL OF THE ABOVE:
1. Right of way for State Highway No. 3 (SR -90) West Side Canal to Bull Road as
conveyed to the State of Washington by deed dated June 10, 1965 and recorded September 21,
1965, under Kittitas County Auditor's File No. 324287;
2. Right of way for State Highway No. 2-1 (SR131) West Ellensburg Interchange to
Northern Pacific Railway as conveyed to the State of Washington by deed dated June 10, 1965
and recoded September 22, 1965 under Kittitas County Auditor's File No. 324319.
A FULL LEGAL DESCRIPTION OF THE REAL PROPERTY WILL BE PROVIDED PRIOR TO CLOSING
(hereinafter referred to as the "Real Property"), together with those certain water rights confirmed in Ecology v.
Acquavella, Yakima County Superior Court No. 77-2-01484-5 ("Acquavella") as reflected on Exhibit A
Page 1 of 14
INITIALS:
5el ler: -5M M' /Date: iT—Iub" rt 8
Purchaser("/Date: ;- • Seller:5 M V—/Dater
(hereinafter referred to as the "Water Rights"). (The Real Property and the Water Rights are collectively referred
to herein as the "Property".)
B. WHEREAS, Seller desires to sell and Purchaser desires to purchase the Real Property and the
Water Rights all as is hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, payment of the purchase price and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. Purchase Price: Seller agrees to sell and Purchaser agrees to purchase the Property for a total
purchase price of $4,320,500.00 payable in cash at closing, including earnest money. The allocation of the
Purchase Price between the Real Property and the Water Rights is as follows:
Real Property: $3,300,000.00
Water Rights: $1,020,500.00 (plus such additional consideration as set forth in Paragraph I. I.)
1.1 Additional Consideration. The Purchase Price for the Water Rights is based on
preliminary analysis of consumptive use that Purchaser had done in 2016, which determined that there were 54
acres being irrigated and that the water right had a consumptive use of 157 acre-feet per year (157 acre-feet / 54
acres = 2.907 acre-feet per acre per year). The 157 acre-feet of consumptive use multiplied by $6,500.00 per
consumptive acre-foot results in a purchase price of the Water Rights of $1,020,500.00. If within sixty (60)
months of the Closing of this transaction, Purchaser, in a Water Right transfer process, has confirmed a
consumptive acre-feet figure that is greater than 157 consumptive acre-feet, the Purchaser shall pay additional
consideration equal to the number of consumptive acre-feet above 157 acre-feet that is available for transfer
multiplied by $6,500.00. This obligation on the part of Purchaser to pay additional consideration shall survive
the Closing of the sale of the Property, shall not merge into the Statutory Warranty Deed or the Water Rights
Deed delivered at Closing. Seller may specifically enforce the rights Seller has to additional consideration in
the event Seller is entitled to additional consideration. In the event Seller is entitled to additional consideration
then, in that event Purchaser shall notify Seller in writing of the obligation to pay Seller additional consideration
within fourteen (14) days of the determination that there are additional consumptive acre-feet available over the
157 acre-feet. Purchaser shall pay Seller the additional consideration within fourteen (14) days of the notice.
Seller shall pay real estate excise tax, if any due, on said additional consideration.
2. Earnest Money: Purchaser hereby deposits, and receipt is hereby acknowledged of $10,000.00
paid or delivered as earnest money in part payment of the purchase price for the aforedescribed real estate.
Earnest Money and this Agreement shall be held by AmeriTitle for the benefit of the parties hereto.
3. Purchaser's Contingencies: Purchaser's obligations to purchase the Property is specifically
subject to and contingent upon the following terms and conditions:
3.1. The adoption of a resolution by the Kittitas County Board of County Commissioners
authorizing Purchaser to fund the purchase of the Property and to purchase the Property.
3.2. Within thirty (30) days of the Effective Date, Purchaser's inspection and approval, in
Purchaser's sole and absolute discretion, of the physical condition of the Property (the "Property Inspection"),
including, without limitation, the conducting of soil tests (including borings), toxic and hazardous waste studies,
surveys, engineering, historical use and structural studies. Any costs associated with said inspection shall be paid
by Purchaser. In the event Purchasers disapproved of said inspection, then this Agreement shall terminate and
the earnest money shall be refunded to Purchaser.
3.3. Purchaser's determination, in Purchaser's sole discretion, of the condition of the title
for the Water Rights and such other information as may be reasonably necessary to confirm Seller's ownership
Page 2 of 14
INITIALS:
Seller: S M/*' /Date:
Purchaser:�/Date:Seller:5 M 9- Date: 4-1 S
of the Water Rights and showing title to the same Water Rights to be free and clear of all encumbrances as set
forth in Paragraph 6, which determination and approval shall be made or waived by Purchaser within ninety (90)
days of the Effective Date of this Agreement. Seller agrees to provide Purchaser, at Purchaser's request, with
information related to the diversion and use of the Water Rights.
3.4 Unless otherwise provided herein, all contingencies and conditions require notice in
writing of acceptance, non-acceptance, or waiver within the time limits specified herein. In cases where a parties'
failure to provide effective notice of acceptance, non-acceptance or waiver causes this Agreement to be
terminable by the other party, said termination shall be effective on five (5) business days' notice by the
terminating party to the other party of the intent to terminate. Nothing in this Paragraph shall expand or alter a
parties' right to terminate or the other party's remedies for wrongful termination or failure to close.
4. Seller's Contingencies. Seller's obligation to sell the Real Property and/or the Water Rights is
contingent on Purchaser approving or waiving both contingencies set forth above at Paragraphs 3.2 and 3.3,
specifically Seller shall have no obligation to sell the Real Property and the Water Rights if Purchaser does not
approve or waive both contingencies set forth above at Paragraphs 3.2 and 3.3 and if Purchaser approves or
waives one of the contingencies set forth above in Paragraphs 3.2 and 33, but not the other, then this Agreement
shall terminate and all Earnest Money shall be refunded to Purchaser.
5. Sale Subject to Existing Agricultural Lease. Seller has the Property leased to Rafter B, Inc., a
Washington corporation. Purchaser agrees to take the Property subject to said lease.
6. Title.
6.1. Title Insurance. Title insurance shall be issued by AmeriTitle. Seller shall pay the cost
of Standard Form Title Insurance. Within five (5) days of mutual acceptance of this Agreement, Seller shall
arrange for the Closing Agent at Seller's expense, to apply for a preliminary commitment ("Commitment") for
an ALTA form Owner's Policy for title insurance ("Policy") described in subparagraph (a) above with inflation
protection, endorsements, if available at no additional charge, to be issued by the above title company. Seller
shall pay title insurance and cancellation fees.
6.2. Title Insurance Exceptions/Exclusions. Seller's title to the Property is to be free and
clear of all liens, encumbrances or defects except for those reservations, restrictions, covenants, easements, and
rights of way apparent and/or of record which are acceptable to Purchaser. Rights reserved in federal patents or
state deeds, building or use restrictions general to the district, existing easements not inconsistent with
Purchaser's intended use, and building or zoning regulations or provisions, and the water rights litigation
presently pending under State of Washington, Department of Ecology v. James J Acquavella, et al., Yakima
County Superior Court Cause No. 77-2-01484-5, shall not be deemed encumbrances or defects. Encumbrances
to be discharged by Seller may be paid out of purchase money at date of closing. If title cannot be made so
insurable by Closing, and if Purchaser does not elect to waive any exceptions to the coverage which are not
consistent with this subparagraph, this Agreement shall terminate and Purchaser's earnest money shall be
refunded, at Purchaser's option.
6.3. Extended Title Insurance. Purchaser acknowledges that coverage afforded by Standard
Form Policy of Title Insurance provides limited or no coverage for loss by reason of conflicts in boundary lines,
shortage in area, encroachments or other matters which an accurate survey would disclose. More extensive
coverage through an extended policy of title insurance may be available for an additional charge and subject to
additional requirements imposed by the title company including a survey. If Purchaser requires or desires
extended title insurance, Purchaser agrees to pay all costs in excess of those charged for the Standard Form Title
Insurance, including, without limitation, increased premiums and survey costs. If a survey is required, Purchaser
shall order survey within five (5) business days of receiving notice from the title company that a survey is
Page 3 of 14
INITIALS:
Seller: 5 (Date: 9L -It
Aurchaser: /Date: I Seller:�� flDate:
required and the Purchaser shall pay the estimated cost of the survey prior to performance of any survey work
or Purchaser can waive requirement for an extended policy and accept Standard Title Insurance.
7. Default: If either party defaults (that is fails to perform the acts required of him) in his
contractual performance herein, the non -defaulting party may seek specific performance pursuant to the terms
of this Agreement, damages or rescission. If the non -defaulting party seeking damages or rescission is Purchaser,
the earnest money, upon demand, shall be refunded. If the non -defaulting party seeking damages or rescission
is Seller, the earnest money, upon demand, shall be forfeited and paid to Seller less all charges provided for
herein. In the event the Purchaser fails, without legal excuse, to complete the purchase of the Property, the
earnest money deposit made by the Purchaser shall be forfeited to the Seller as the sole and exclusive
remedy available to the Seller for such failure.
Initials of: Seller: 1 5k-APurchaser: 34
8. Closin
8.1. Date ofClosing: For purposes of this Agreement, "date of closing" shall be constructed as
the date upon which all appropriate documents are recorded and proceeds of this sale are available for
disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for
purposes of this definition, as available for disbursement to Seller.
8.2. Place and Time of Closing: The sale shall be closed in the offices of AmeriTitle
(hereinafter the "Closing Agent"), within 30 days after the waiver of contingencies, but in any event not later
than October 1, 2018, which shall be the Termination Date.
8.3. Prorations at Closinn : All taxes for the current year, rents, insurance, interest, mortgage
reserves, water and other utilities constitutes liens (and other such amounts) shall be prorated as of the date of
closing. Irrigation assessments, if any, shall be prorated on the basis of a 30 -day month, 183 day irrigation season
(April 15 to October 15).
8.4. Seller's and Purchaser's Deliveries at Closing: At Closing, Seller shall deliver (or
cause to be delivered) to Purchaser the following:
8.4.1. Real Property Deed: A duly -executed and acknowledged Statutory Warranty
Deed conveying to Purchaser marketable fee simple title to the Real Property (the "Deed") free of all liens and
encumbrances and defects in title other than those not objected to (or waived) by Seller as provided for herein.
The Deed will be in a form prepared by Seller, subject to the reasonable approval of Purchaser.
8.4.2 Water Ri hts Deed. A duly -executed and acknowledged Water Rights Deed,
in the form attached hereto as Exhibit B, conveying to Purchaser marketable fee simple title to the Water Rights
(the "Deed") free of all liens and encumbrances and defects in title other than those not objected to (or waived)
by Seller as provided for herein. The Deed will be in a form prepared by Seller, subject to the reasonable approval
of Purchaser.
8.4.3. Closing, Statement: the closing statement, prepared by the Title Company,
reflecting the financial terms of the transaction contemplated by this Agreement (the "Closing Statement")
executed by Seller.
8.4.4. Further Instruments: Any and all further instruments which Purchaser or the
Title Company shall request of Seller in order to meet requirements of the Commitment or to otherwise effect
the conveyance of the Property as contemplated in this Agreement.
Page 4 of 14
INITIALS:
Seller: Sir /Date: B 6 8
PurchaserDate: l- Seller: II]ate: L�
8.5. Purchaser's Deliveries at Closin :At Closing, Purchaser shall deliver to Seller (i) the
remainder of the Purchase price, subject to proration and adjustment, as provided herein; (ii) the Closing
Statement, executed by Purchaser; and (iii) any and all further instruments which Seller or the Title Company
shall request of Purchaser in order to meet requirements of the Commitment or to otherwise effect the
conveyance of the Property as contemplated in this Agreement.
8.6. Closing Costs. The Closing costs of this transaction shall be allocated as follows:
PURCHASEREXP
ESELLER
Seller's attorney's fees if any
X
X
Purchaser's attorney's fees if an
Premium due for Standard Policy of Title Insurance
X
X
Premium due for Extended Policy of Title Insurance
Survey. if re uired
Real Estate Excise Tax
X
Recordin fees to clear/un-encumbet title
X
X
Recordina feeds for deed
'/z
Title Coml)any closing- or escrow charges
'/
9. Corm of Conveyance: Title shall be conveyed by Statutory Warranty Deed free of
encumbrances or defects except those otherwise noted herein. The Statutory Warranty Deed shall be prepared
by Seller.
10. Possession: Seller shall deliver possession of the Property to Purchaser at Closing.
11. Seller's Representations, Warranties and Covenants. Sellers represent and warrant to Purchaser
that, as of the date of this Agreement and as of the Closing Date, the following statements are true and correct:
11.1 Authori1y. Sellers have full right, title, authority and capacity to execute and perform
this Agreement and to consummate all of the transactions contemplated herein, and the individuals who on
Sellers' behalf executes and delivers this Agreement and all documents to be delivered to Purchaser hereunder
are and shall be duly authorized to do so.
11.2 Litigation. There are no actions, suits, proceedings or litigation pending or to the best
of Sellers' knowledge threatened against Sellers before any court or administrative agency which might result
in Sellers being unable to consummate this transaction, or which relates to the Property (including relating to the
presence of hazardous substances or materials on the Property) or Sellers' ability to transfer the Property.
11.3 Title. Sellers are the sole owners of the Property and have good and marketable title
thereto.
11.4 Governmental Actions. Sellers have made no request or application for, and to the
best of Sellers' knowledge, there are no proceedings to alter or restrict the current zoning or other use restrictions
applicable to the Property.
11.5 Taxes. Sellers have paid all local, state and federal taxes and assessments attributable
to the period prior to the Closing Date which, if not paid, would constitute a lien on the Property.
11.6 Licenses and Permits. To the best of Sellers' knowledge, all licenses, approvals,
permits and certificates from governmental and quasi -governmental agencies or private parties necessary for the
~,use and operation of the Property by Sellers as it is currently being used and operated are currently possessed by
Sellers.
Page 5 of 14
INITIALS:
Seller: "-� k W /Date: V-6 'I
Purchaser-. i /Date: , t '' Seller:--S—i^ 6~!
11.7 No Violations. Sellers have received no notice of any violations of any applicable
federal, state or local laws, rules or ordinances affecting the Property or the use, occupancy or ownership thereof,
including, without limitation, violations of the zoning, building, health, toxic and hazardous waste,
environmental and other laws, codes, ordinances, regulations, orders and requirements of any city, county, state,
federal or any other governmental authority having jurisdiction thereof.
11.8 Change in Circumstances. If, prior to the Closing Date, Sellers becomes aware of any
fact or circumstance that would change a representation or warranty made in this Agreement, then Sellers shall
promptly give written notice thereof to Purchaser. If Sellers gives written notice of such a change, or if Purchaser
otherwise has actual notice of such a change, Purchaser shall have the option to terminate this Agreement within
ten (10) business days after Purchaser receives written notice of the changed fact or circumstance (or the end of
the Due Diligence Period, if later) and to thereafter have the Earnest Money, together with accrued interest, if
any, immediately returned to it and all of Sellers' and Purchaser's obligations under Agreement shall terminate,
except those that expressly survive a termination of this Agreement.
Initials of: Seller: /S#49-Purchaser:lot 4
12. Purchaser's Representations and Warranties.
12.1. The persons who have executed this Agreement have been duly authorized to do so by
Purchaser. All documents delivered at Closing will be executed by a duly authorized person. Purchaser has a
good and legal right to enter into this Agreement and to perform all covenants of Purchaser contained in this
Agreement in accordance with its terms.
12.2. Purchaser is duly organized, validly existing, and in good standing under the laws of
the state of its formation. Purchaser has the full power and authority to execute, deliver and perform its
obligations under this Agreement.
12.3. None of the representations or warranties made by Purchaser contain any untrue
statements of material fact or omit a material fact necessary in order to make the statements not misleading. All
representations and warranties of Purchaser shall be true on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date.
13. Condition of Property. Purchaser offers to purchase the Property in its present condition on
the terms noted. Seller hereby warrants that to the best of his knowledge the premises described herein and
the improvements thereon do not materially violate the applicable building or zoning regulations and that he
is unaware of any material defect in the premises or improvements thereon.
13.1. "AS -IS" Sale. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT AND WITHOUT LIMITING THE WARRANTIES CONTAINED IN THE DEED
DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
PURCHASING THE PROPERTY IN AN "AS -IS" CONDITION "WITH ALL FAULTS" KNOWN AND
UNKNOWN, AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER
EXPRESSED OR IMPLIED, OF ANY NATURE WHATSOEVER FROM OR ON BEHALF OF SELLER,
INCLUDING WITHOUT LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE AND USE.
PURCHASER HEREBY WAIVES ANY AND ALL CLAIMS WHICH THE PURCHASER HAS OR MAY
HAVE AGAINST THE SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY EXCEPT
AS OTHERWISE PROVIDED HEREIN OR IN THE DEED DELIVERED AT CLOSING. WAIVER OF THE
INSPECTION PERIOD CONTINGENCY SHALL, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN THIS AGREEMENT AND WITHOUT LIMITING THE WARRANTIES CONTAINED IN THE DEED
DELIVERED AT CLOSING CONSTITUTE PURCHASER'S ACKNOWLEDGMENT TO SELLER THAT
PURCHASER HAS FULLY INSPECTED THE PROPERTY AND PURCHASER ASSUMES THE
Page 6 of 14
INITIALS:
Seller:.V ft q' /Date: Y1L -rr
Purchaser: (Date: %• 7, [ Seller: IDate: �
RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS
AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION. SELLER
AND PURCHASER ACKNOWLEDGE THAT THIS DISCLAIMER HAS BEEN SPECIFICALLY
NEGOTIATED.
13.2. Purchaser acknowledges that (1) Purchaser has had and/or will have, pursuant to this
Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigation as
Purchaser deems necessary, desirable or appropriate with respect to the Property, and (2) except as otherwise
expressly set forth in this Agreement or in. the Deed delivered at Closing, neither Seller, nor anyone acting for
or on behalf of Seller, has made any representation, warranty, promise or statement, express or implied, to
Purchaser, or to anyone acting for or on behalf of Purchaser, concerning the Property or the condition, use or
development thereof. Purchaser represents that, in entering into this Agreement, Purchaser has not relied on any
representation, warranty, promise or statement, express or implied, of Seller, or anyone acting for or on behalf
of Seller, other than as expressly set forth in this Agreement, and that Purchaser shall purchase the Property
based upon Purchaser's own prior investigation and examination of the Property. If Purchaser elects not to
inspect the Property or to terminate this Agreement on or before the Contingency Date, such election will be
made at Purchaser's sole discretion, in reliance solely upon the tests, analyses, inspections and investigations
that Purchaser makes, or had the right to make and opted not, or otherwise failed, to make, and not in reliance
upon any alleged representation made by or on behalf of Seller, except as set forth in this Agreement.
13.3. Hazardous Materials Waiver and Release. Purchaser, on behalf of itself, its successors
and assigns, hereby releases the Seller and its officers, directors, members, employees, partners, affiliates,
successors and assigns (hereinafter referred to as the "Releasees") from and against any and all claims, demands,
causes of action, suits, sums paid in settlement of any of the foregoing, judgments, losses, damages, injuries,
liabilities, penalties, enforcement actions, fines, taxes, liens, encumbrances, costs or expenses (including, without
limitation, reasonable attorneys' fees) (hereinafter referred to collectively as the "Claims") known or unknown,
arising out of, related in any way to the presence, misuse, use, disposal, release or threatened re lease of any
Hazardous Materials at the Property and any liability or Claim related to the Property arising under
Environmental Laws. Purchaser acknowledges that unknown and unsuspected Hazardous Materials may
hereafter be discovered on or about the Property, and Purchaser knowingly releases Seller from any and all
liability related thereto.
13.4. Material Defects. Purchaser, on behalf of itself, its successors and assigns, hereby
releases Seller from and against any and all Claims known or unknown, arising out of, or related in any way to
the condition of the Property, the condition of the structure of the Improvements or any equipment, systems and
appliances related thereto, and other such aspects of the Property, the valuation, salability or utility of the
Property, or its suitability for any purpose whatsoever.
13.5. The provisions of this Section shall survive indefinitely any Closing or termination of
this Agreement and shall not be merged into the Closing documents.
14. Acceptance: This offer to purchase is made subject to its acceptance by Seller on or before
twelve o'clock midnight of August 3, 2018. If Seller does not accept this Agreement within the time specified,
the earnest money shall be refunded to Purchaser on demand.
15. Attorney Fees: If either party to this Agreement is required to retain an attorney to enforce any
provision of this Agreement, whether or not a legal proceeding is commenced, the substantially prevailing party
shall be entitled to reasonable attorneys' fees and costs of suit, including, but not limited to filing fees, service
fees, deposition costs and any expert witness costs regardless of whether at trial, on appeal, in any bankruptcy
proceeding, arbitration matter, with or without resort to suit.
Page 7 of 14
INITIALS:
Seller: S At /W /Date: r -L• l l
Purchaser: c /.Date: , l Seller:gE&OlDate:
16. Governing Law and Venue: This Agreement shall be interpreted, construed and enforced
according to the laws of the State of Washington. Venue of any lawsuit arising out of this Agreement shall be in
Kittitas County, Washington.
17. Notices: Subject to the requirements of any applicable statute, any notices required or permitted
by law or under this Agreement shall be in writing and shall be (i) personally delivered, (ii) sent by first class
certified or registered mail, return receipt requested, with postage prepaid, or (iii) dispatched by facsimile
transmission (accompanied with reasonable evidence of receipt of transmission and with a confirmation copy
mailed no later than the date after transmission) to the parties' addresses set forth herein. Either party may change
such address for notice. All notices which are so addressed and paid for shall be deemed effective when
personally delivered, or, if mailed, on the earlier of receipt of three (3) days after deposit thereof in the U. S.
mail
18. Time of Performance: Time is of the essence of this Agreement and of all acts required to be
done and performed by the parties hereto, including, but not limited to, the proper tender of each of the sums
required by the terms hereof to be paid.
19. Section Headings: The word or words appearing at the commencement of sections and
subsections of this Agreement are included only as a guide to the contents thereof and are not to be considered
as controlling, enlarging or restricting the language or meaning of those sections or subsections.
20. Invalidity: In the event any portion of this Agreement should be held to be invalid by any court
of competent jurisdiction, such holding shall not affect the remaining provisions hereof unless the court's ruling
includes a determination that the principal purpose and intent of this Agreement are thereby defeated.
21. Legal Relationships: The parties to this Agreement execute the same solely as a seller and a
purchaser. No partnership, joint venture or joint undertaking shall be construed from these presents and except
as herein specifically provided neither party shall have the right to make any representation for, act on behalf of,
or be liable for the debts of the other. All terms, covenants and conditions to be observed and performed by either
of the parties hereto shall be joint and several if entered into by more than one person on behalf of such party,
and a default by any one or more of such persons shall be deemed a default on the part of the party with whom
said person or persons are identified. No third party is intended to be benefited by this Agreement. Any married
person executing this Agreement hereby pledges his or her separate property and such person's and his or her
spouse's marital communities in satisfaction hereof.
22. Assi nom; Successors: Neither the Purchaser nor the Seller may sell, transfer, assign, pledge
or encumber its interest in this Agreement without the prior written consent of the other party, which consent
shall not be unreasonably withheld. A purported sale, transfer, assignment, pledge or encumbrance shall be null
and void and of no force or effect. Subject to the restrictions contained herein, the rights and obligations of the
Seller and Purchaser shall inure to the benefit of and be binding upon their respective estates, heirs, executors,
administrators, successors, successor -in -trust, and assigns.
23. Entire Agreement: All understandings and agreements, written and verbal, previously existing
between the parties, if any, are merged into this Agreement which alone fully and completely expresses
agreement of the parties, and the same is entered into after full investigation, neither party relying upon any
statement or representation made by the other not embodied herein. This Agreement may be modified only by a
written amendment executed by all parties.
24. Interpretation: This Agreement has been reviewed by both parties and each party has had the
opportunity to consult with independent counsel with respect to the terms hereof and has done so to the extent
that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against
either party as the drafter hereof.
Page 8 of 14
INITIALS:
Seller: SAV i� /Date:
Purchaser: t 7Date: Seller: JM/Date: Q6-hf
25. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed
to be an original instrument. All such counterparts together shall constitute a fully executed Agreement.
26. Amendment: This Agreement may not be modified or amended except by the written agreement
of the parties.
27. Effective Date. When used in this Agreement, the term "Effective Date" is the date the last
party to execute this Agreement executes it as disclosed by the respective date appearing below each party's
signature. Each party authorizes the endorsement of such date for administrative reference in the space provided
in the Agreement's heading.
IN WITNESS WHEREOF the parties have signed and delivered this Agreement as of the day and year
first above written.
SELLER:
DUKE AND DUDE, LLC, a Washington
Limited Liability Company
er���/;�' x��
By: SteplieA M. Hayden tl
Its: Managing Member
HAYDEN UNIFIED CREDIT TRUST
UNDER WILL DATED AUGUST 26, 2005
)!• 41k6�
By: Steph n M. Hayden, Trustee
Date: August to , 2018
ADDRESS:
2950 Killmore Road
Ellensburg, WA 98926
PHONE NUMBER:
509-929-1931
F:VSJothwcr\Dukc and Dudc LLC\County TmmFcr Station Acquisition\FSA DudeDumpLLC 8 -2 -Ie FINAL dxx
PURCHASER:
KITTITAS COUNTY, a political subdivision of
The State of Washington:
By- . LA Zr� E • GAL z -
Title:
Date: August + .2018
ADDRESS:
205 v,J *4,% -Ave Sw�� io8
Ellensburg, WA 98926
PHONE NUMBER:
509 - 9102 - 7508
Page 9 of 14
INITIALS:
Seller: Sof% (Date: L -X
Purchaser:Q IDate:. Seller: -$A% e /Date:
EXHIBIT A
CLAIMANT NAME: Duke and Dude, LLC, a Washington COURT CLAIM NO. 00576
limited liability company; Stephen
M. Hayden, as Trustee of the Hayden
Unified Credit Trust under will
dated August 26, 2005
Certificate Number:
54-83608-J
Subbasin:
07 Reecer Creek
Source:
Reecer Creek
Use:
Irrigation of 56 acres and stock water
Period of Use:
April 1 to October 15 for irrigation; February 1 to
November 30 for stock water
Quantity:
4.33 cubic feet per second, 1075.2 acre-feet per year for
irrigation; 0.03 cubic foot per second, 3 acre-feet per
year for stock water
Priority Date:
June 30, 1885
Point of Diversion:
900 feet north and 1100 feet west from the east quarter
corner Section 28, being within the NE&4SE14NE'4 of
Section 28, T. 18 N., R. 18 E.W.M.
Place of Use:
That portion of the SW12SEk of Section 28, T. 18 N.,
R. 18 E.W.M. lying southwesterly of the Burlington Northern
Railroad right-of-way, and that portion of the NW+aSE;S of
said section described as follows: Commencing at the
southwest corner of said NWkSE;i; thence east 300 feet, more
or less, to the point of beginning; thence east 850 feet,
more or less, to the Burlington Northern Railroad right-of-
way; thence northwesterly 1030 feet, more or less, along
said right-of-way; thence southwesterly 720 feet, more or
less, to the point of beginning; and that portion of the
SEkSW''4 of said section lying east of Desmond Road.
Page 10 of 14
INITIALS:
Seller: 5 n'i *L /Date:
PurchaserDate , l Seller:% *PF—Mate: $
EXHIBIT B
TREASURER'S USE ONLY I RECORDER'S USE ONLY
After recording return to:
Jeff Slothower
Lathrop, Winbauer, Harrel,
Slothower & Denison, LLP
P.O. Box 1088
Ellensburg, WA 98926
DOCUMENT TITLE: WATER RIGHTS DEED
GRANTOR: DUKE AND DUDE, LLC, a Washington Limited Liability Company; and STEPHEN M.
HAYDEN, as Trustee of THE HAYDEN UNIFIED CREDIT TRUST UNDER WILL
DATED AUGUST 26, 2005
GRANTEE: KITTITAS COUNTY, a political subdivision of the State of Washington
LEGAL DESCRIPTION: Water rights appurtenant to land located in the County of Kittitas, State of Washington
ASSESSORS TAX PARCEL NO.: 611033
WATER RIGHTS DEED
THE GRANTOR, DUKE AND DUDE, LLC, a Washington Limited Liability Company
(hereinafter "Duke and Dude"), STEPHEN M. HAYDEN, as Trustee of THE HAYDEN UNIFIED
CREDIT TRUST UNDER WILL DATED AUGUST 26, 2005 (hereinafter referred to as "Hayden)
(hereinafter collectively referred to as "Grantor"), for and in consideration of Ten and No/100 Dollars
($10.00) and other valuable consideration in hand paid, conveys and delivers to KITTITAS COUNTY, a
political subdivision of the State of Washington, Grantee, all of Grantors' right, title, and interest in and to
the water rights arising under or related to Claim No. 00576 as confirmed in the Conditional Final Order
Subbasin No. 7 (Reecer Creek) on October 29, 2001, in State of Washington v. Acquavella, et al., Yakima
County Superior Court Cause No. 77-2-01484-5, more fully described on Exhibit A attached hereto and
incorporated herein by reference (hereinafter the "Water Rights"), which Water Rights are appurtenant to
the real property situated in the County of Kittitas, State of Washington, legally described on Exhibit B (the
"Property") attached hereto and incorporated herein by reference.
Page 1
Lathrop, Winbauer, Harrel, Slothower & Denison, L.L.P.
Seller- Attorneys aiLaw
201 West Seventh Avenue
Purchaser: Post Office Box 1088
Ellensburg Washington 98926
Telephone 509-925-6916
Fax 509-962-8093
Page 11 of 14
INITIALS:
Seller: S /Date:
Purchaser:R Ir) : l� Seller: 5 fiRV/Date: 9449
Grantee shall assume any and all obligation that may be necessary to include Grantee as a party
under the hereinabove referenced cause. Grantor shall cooperate with Grantee in executing any reasonably
necessary documents relative thereto.
Grantor specifically and expressly warrants that Grantor is the owner in fee simple of the land to
which the Water Rights are appurtenant and owns the Water Rights with full power and authority to convey
the Water Rights. Grantor makes no other warranty, express or implied, and specifically but not by way of
any limitation, does not warrant the extent and validity of the Water Rights nor the Water Rights' fitness
for any particular use at any particular place.
Dated this __ day of , 2018.
DUKE AND DUDE, LLC, a Washington
Limited Liability Company
By: Stephen M. Hayden
Its: Managing Member
STATE OF WASHINGTON )
ss.
County of Kittitas )
I certify that I know or have satisfactory evidence that STEPHEN M. HAYDEN is the individual
who appeared before me, and said individual acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as Managing Member of DUKE AND
DUDE, LLC, a Washington Limited Liability Company, to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
Dated this __ day of 2018.
Printed Name:
Notary Public in and for the State of Washington
My Commission Expires:
Parr 2
Lathrop, Winbauer, Harrel, Slothower & Denison, L.L.P.
Seller: Attorneys atLaw
201 West Seventh Avenue
Purchaser: Post Office Box 1088
Ellensburg Washington 98926
Telephone 509-925-6916
Fax 509-962-8093
Page 12 of 14
INITIALS:
Seller: $ ^*4 /Date: 4k6- i8
Pu rchaser:tE.�_-) _[Date:7 � i Seller: S (Date: n/B
HAYDEN UNIFIED CREDIT TRUST
UNDER WILL DATED AUGUST 26, 2005
By: Stephen M. Hayden, Trustee
STATE OF WASHINGTON )
) ss.
County of Kittitas )
I certify that I know or have satisfactory evidence that STEPHEN M. HAYDEN is the individual
who appeared before me, and said individual acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as Trustee of HAYDEN UNIFIED
CREDIT TRUST UNDER WILL DATED AUGUST 26, 2005, to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated this day of _ , 2018.
Printed Name:
Notary Public in and for the State of Washington
My Commission Expires:
Pare 3
Lathrop, Winbauer, Harrel, Slothower & Denison, L.L.P.
Seller: Attorneys atLaw
201 West Seventh Avenue
Purchaser: Post ice Bax 1088
Ellensburg Washington 98926
Telephone 509-925-6916
Fax 509-962-8093
Page 13 of 14
INITIALS:
Seller: 5►" (Date:
Purchaser: _IDate.-C 4�� Seller: S A# IDate: 'L'1�
EXHIBIT B
(Legal Description of Real Property)
That portion of the Southeast Quarter of the Southwest Quarter of Section 28, Township
18 North, Range 18 East, W.M., in the County of Kittitas, State of Washington, lying East
of the County Road, being more particularly described as follows:
Beginning at the quarter section corner on the South boundary of Section 28 and running
South 89°56' West on the section line, 458.8 feet to the East line of the County Road; thence
North 16°47' East along said road, 203.3 feet; thence North 19°54' East along said road,
1,004.3 feet; thence North 18°12' East along said road, 183.7 feet to a point on the quarter
section line; thence South on the quarter section line, 1,313.0 feet to the place of beginning;
and
That portion of the Northwest Quarter of the Southeast Quarter of Section 28, Township
18 North, Range 18 East, W.M., in the County of Kittitas, State of Washington, which is
bounded by a line described as follows:
Beginning at the Southeast corner of said Northwest Quarter of the Southeast Quarter
which is the true point of beginning; thence West along the South line of said Northwest
Quarter of the Southeast Quarter, 973.8 feet; thence North 09°38' East, 785.94 feet to the
South right of way boundary of the Northern Pacific Railroad; thence South 47°55' East
along said South right of way boundary, 1,133.8 feet to a point on the East line of said
Northwest Quarter of the Southeast Quarter; thence South 02° 41' East, along said East
line, 15.0 feet to the true point of beginning;
and
The Southwest Quarter of the Southeast Quarter of Section 28, Township 18 North, Range
18 East, W.M., in the County of Kittitas, State of Washington.
EXCEPT FROM ALL OF THE ABOVE:
1. Right of way for State Highway No. 3 (SR -90) West Side Canal to Bull Road as
conveyed to the State of Washington by deed dated June 10, 1965 and recorded September
21, 1965, under Kittitas County Auditor's File No. 324287;
2. Right of way for State Highway No. 2-1 (SRI 31) West Ellensburg Interchange to
Northern Pacific Railway as conveyed to the State of Washington by deed dated June 10,
1965 and recoded September 22, 1965 under Kittitas County Auditor's File No. 324319.
Page 5
Lathrop, Winbauer, Harrel, Slothower & Denison, L.L.P.
Seller- Attorneys at Law
201 West Seventh Avenue
Purchaser: Post Office Bax 1088
Ellensburg Washington 98926
Telephone 509-925-6916
Fax 509-962-8093
Page 14 of 14
INITIALS:
Seller: (Date: bo'G,-/9
Purchaser: L 1Date; ti , Seller: lDate:-2F--1& --/Y